St. Augustine Gold and Copper Limited Announces Completion of Debt Conversion of $1,670,207

Rhea-AI Summary

St. Augustine Gold and Copper Limited (TSX: SAU) has completed a debt settlement transaction with Queensberry Mining and Development Corp., converting CAD $1,670,207 of debt into 25,306,166 common shares at $0.066 per share. The Debt Settlement, previously announced on June 2, 2025, qualifies as a related party transaction under MI 61-101, but the company is exempt from minority approval and formal valuation requirements as the transaction value is below 25% of the company's market capitalization.

Positive

• Reduction of CAD $1,670,207 in debt obligations through equity conversion
• Strengthening of balance sheet through debt elimination without cash expenditure
• Transaction structure indicates confidence from creditor in company's equity value

Negative

• Dilution of existing shareholders through issuance of 25,306,166 new shares
• Related party transaction nature of the debt conversion may raise governance concerns

Singapore, Singapore--(Newsfile Corp. - June 19, 2025) - St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") is pleased to announce that, further to its press release dated June 2, 2025, it has completed its previously announced debt settlement (the "Debt Settlement") transaction with Queensberry Mining and Development Corp. (the "Creditor"). Pursuant to the Debt Settlement, the Company issued an aggregate of 25,306,166 common shares in the capital of the Company, at a deemed price of $0.066 per common share, in consideration for the settlement of a total of CAD $1,670,207 in connection with certain funds advanced to the Company by the Creditor.

The Debt Conversion is a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the minority approval and formal valuation requirements of MI 61-101 due to the fact that the value of the transaction does not represent greater than 25% of the market capitalization of the Company.

About St. Augustine

St. Augustine (SAU.T) 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 STATEMENTS

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:

Lenna Mae Leopoldo Investor and Public Relations Contact T: +6382 225 0884 E: lleopoldo@kingking.ph

ST. AUGUSTINE CORPORATE HEADQUARTERS No. 21, Greenwood Lane Singapore, 286949

 

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/256103

FAQ

What is the value of St. Augustine Gold and Copper's (RTLGF) debt conversion?

The debt conversion value is CAD $1,670,207, which was converted into 25,306,166 common shares at $0.066 per share

How many shares did St. Augustine Gold and Copper issue in the debt settlement?

St. Augustine Gold and Copper issued 25,306,166 common shares as part of the debt settlement

What is the price per share for St. Augustine's debt conversion?

The debt was converted at a deemed price of $0.066 per common share

Who is the creditor in St. Augustine Gold and Copper's debt settlement?

The creditor is Queensberry Mining and Development Corp.

Why doesn't St. Augustine need minority approval for this debt conversion?

The company is exempt from minority approval as the transaction value is less than 25% of the company's market capitalization