St. Augustine Shareholders Approve Amended and Restated Stock Option Plan and Private Placement with Nicolaos Paraskevas

Rhea-AI Summary

St. Augustine Gold and Copper Limited (TSX: SAU) announced shareholder approval of two key matters at their Special Meeting held on September 12, 2025. The meeting saw participation from shareholders representing 41.91% of outstanding shares.

Shareholders overwhelmingly approved an Amended and Restated Stock Option Plan with 99.12% support, replacing the Legacy Option Plan to better align management interests with shareholders. Additionally, they approved a Private Placement with Nicolaos Paraskevas, consisting of 16.5 million units (each including one common share and two warrants) with 99.99% of disinterested votes in favor.

Positive

• Strong shareholder support with 99.12% approval for the stock option plan
• Near-unanimous approval (99.99%) for private placement from disinterested shareholders
• Successful alignment of management interests with shareholders through new option plan
• Additional financing secured through private placement of 16.5 million units

Negative

• Potential dilution from 16.5 million new units and associated warrants
• Relatively low meeting participation with only 41.91% of shares represented

Manila, Philippines--(Newsfile Corp. - September 18, 2025) - St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") is pleased to announce that shareholders approved all matters of business at the Special Meeting of Shareholders held virtually via Zoom on September 12, 2025.

Shareholders voted in favor of:

1. Amended and Restated Stock Option Plan

   • Approved by 99.12% of votes cast (649,221,184 votes FOR; 5,766,161 votes AGAINST).

   • The plan replaces the Legacy Option Plan and aligns directors, officers, employees, and consultants with shareholder interests while ensuring compliance with TSX requirements.

2. Private Placement of Mr. Nicolaos Paraskevas

   • Approved by 99.99% of disinterested shareholder votes cast (654,947,615 votes FOR; 39,730 votes AGAINST).

   • The placement consists of 16.5 million units, each unit comprising one common share and two warrants, supporting the Company's long-term financing needs.

Quorum and Participation:

Shareholders representing 654,987,345 common shares, or 41.91% of the 1,562,749,129 issued and outstanding shares, were present in person or by proxy at the meeting.

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 nor 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/266865

FAQ

What did St. Augustine Gold and Copper shareholders approve at the September 2025 special meeting?

Shareholders approved two major items: an Amended and Restated Stock Option Plan with 99.12% support and a Private Placement with Nicolaos Paraskevas with 99.99% approval from disinterested shareholders.

What is the size of St. Augustine's (TSX: SAU) private placement with Nicolaos Paraskevas?

The private placement consists of 16.5 million units, with each unit comprising one common share and two warrants.

What was the shareholder participation rate at St. Augustine's special meeting?

Shareholders representing 654,987,345 shares or 41.91% of the total 1,562,749,129 issued and outstanding shares participated in the meeting.

How many shareholders voted in favor of St. Augustine's new stock option plan?

The new stock option plan was approved by 99.12% of votes cast, representing 649,221,184 votes in favor and 5,766,161 votes against.

What is the purpose of St. Augustine's new stock option plan?

The new plan aims to align interests of directors, officers, employees, and consultants with shareholders while ensuring compliance with TSX requirements.