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St. Augustine Announces Late Filing of Annual Financial Disclosure

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St. Augustine (OTC:RTLGF) announced a late filing of its audited annual financial statements, MD&A and CEO/CFO certifications for the year ended December 31, 2025, missing the March 30, 2026 deadline.

The delay reflects additional audit time needed to assess certain financial instruments; the company has applied for a management cease trade order and expects to file the Required Filings on or before April 21, 2026. St. Augustine confirms no insolvency proceedings and says there is no undisclosed material information.

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Positive

  • Company expects to file Required Filings by April 21, 2026
  • Working with auditor Davidson & Company LLP to complete audit
  • Company confirms no insolvency proceedings as of March 30, 2026

Negative

  • Default of filing obligations under Part 4 of NI 51-102
  • Audit delayed due to additional assessment of certain financial instruments
  • Applied for a management cease trade order, which may restrict management trading

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Manila, Philippines--(Newsfile Corp. - March 30, 2026) - St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Corporation") today announces that the filing of its audited annual financial statements, management's discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2025 (the "Required Filings"), will be delayed beyond the filing deadline of March 30, 2026, and as a result it will be in default of its obligations under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations. The delay in the completion of the Required Filings is as a result of additional time required by the Corporation's auditor to complete the accounting assessment of certain financial instruments issued by the Corporation during its most recent financial year. The delay caused by the assessment of the instruments means the auditor of the Corporation requires more time in order to complete the audit of the Corporation's financial statements for the year ended December 31, 2025.

The Corporation has made an application to the Ontario Securities Commission (the "OSC") for a management cease trade order (the "MCTO"), which would restrict all trading in securities of the Corporation, whether direct or indirect, by management of the Corporation. The MCTO does not generally affect the ability of shareholders who are not insiders of the Corporation to trade their securities. There is no certainty that the MCTO will be granted.

The Corporation is working expeditiously with its auditor, Davidson & Company LLP, to complete the audit as soon as possible. St. Augustine plans to remedy the default and file the Required Filings as soon as it is able to do so and expects such filing to occur on or prior to April 21, 2026. The Corporation also intends to satisfy the provisions of the alternate information guidelines of Section 10 of National Policy 12-203 Management Cease Trade Orders as long as it is in default of the filing requirements.

The Corporation confirms that there are no insolvency proceedings against it as of the date of this press release. The Corporation also confirms that there is no other material information concerning the affairs of the Corporation that has not been generally disclosed as of the date of this press release.

About St. Augustine

St. Augustine (TSX: SAU) is a TSX-listed mining company focused on the development of the King-king Copper-Gold Project. The Project is one of the largest undeveloped copper-gold deposits in the world and is listed as a top three-priority mining project by the Philippine government.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This announcement includes certain "forward-looking statements" within the meaning of Canadian securities legislation. All statements, other than statements of historical fact included herein are forward looking statements. Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. While we consider these assumptions to be reasonable based on currently available information, they may prove to be incorrect. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking information is also subject to certain factors, including risks and uncertainties, that could cause actual results to differ materially from the Company's current expectations, including changes in market conditions, governmental or regulatory developments and general economic conditions. Other risks and uncertainties related to the Company are disclosed under the heading "Risk Factors" in the Company's Annual Information Form dated March 31, 2025 and filed with Canadian securities regulatory authorities on the SEDAR+ website at www.sedarplus.ca. Forward-looking information contained in this announcement is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely on this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time except as required by applicable securities law.

For More Information:

Nicolaos Paraskevas
Investor and Public Relations Contact

T: +632 77288491
E: info@kingking.ph

 

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290547

FAQ

Why did St. Augustine (RTLGF) miss the March 30, 2026 filing deadline?

The missed deadline resulted from extra audit time needed for certain financial instruments. According to the company, the auditor required additional time to complete the accounting assessment, delaying completion of the audited financial statements and related certifications.

When does St. Augustine (RTLGF) expect to file the delayed annual financial statements?

St. Augustine expects to file the Required Filings on or before April 21, 2026. According to the company, it is working expeditiously with its auditor to complete the audit and remedy the default.

What is a management cease trade order (MCTO) for St. Augustine (RTLGF)?

A MCTO would restrict trading in the company's securities by management but not by non-insider shareholders. According to the company, it has applied to the OSC for an MCTO and there is no certainty it will be granted.

Does the filing delay indicate insolvency for St. Augustine (RTLGF)?

No, the company confirmed there are no insolvency proceedings as of March 30, 2026. According to the company, it also stated there is no other material undisclosed information about its affairs.

How will the audit delay affect RTLGF shareholders' ability to trade?

Shareholder trading is generally unaffected unless management is restricted by an MCTO. According to the company, the MCTO would limit trading by management but typically does not prevent non-insider shareholders from trading.