Mr. Doug Fulcher reports
CENTENARIO SIGNS DEFINITIVE OPTION AGREEMENT TO ACQUIRE THE CABOT COPPER AND GOLD PROJECT IN NEWFOUNDLAND AND LABRADOR,
Centenario Gold Corp. has signed the definitive option agreement dated Dec. 18, 2025, with PNL Ventures Ltd., an arm's-length Newfoundland company, granting Centenario the option to acquire a 100-per-cent interest in the Cabot mineral project, a prospective copper, gold and cobalt exploration asset in Newfoundland's Baie Verte Peninsula. The region has a long history of mining success and ongoing development.
Doug Fulcher, president and chief executive officer of Centenario Gold, says: "We are very pleased to have finalized the option agreement on the Cabot project with PNL. This is a big step forward in expanding the company's exploration plans in pursuing exciting copper, gold and silver project in North American. We will now be planning an aggressive drill program to be carried out in the spring of 2026."
The Cabot project -- a highly prospective copper-gold-cobalt asset in a proven and expanding mining district
The Cabot project is a copper-gold-cobalt exploration property with two distinct mineralized zones: a copper-cobalt rich system known as the Cabot copper zone and a separate quartz-vein-hosted gold system known as the Marble Cove gold prospect that covers over 48 square kilometres (4,800 hectares). The project is strategically located in a top-tier mining jurisdiction with road access, power infrastructure and proximity to producing mines.
Cabot copper zone highlights:
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Sampling has returned grades of up to 7 per cent Cu (copper), with multiple kilometre-scale mineralized trend identified in the Main Cabot VMS zone.
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Copper occurs as chalcopyrite and bornite within altered volcanic and sedimentary units, indicating a strong hydrothermal system.
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Geophysics and soil surveys have defined five drill-ready targets, four of which have not been tested by drilling or trenching;
- The project is located in a rapidly developing VMS district with a long history of historic mine development; located just 15 km from Firefly Metals' (Australian Securities Exchange: FFM) Ming copper-gold mine a significant mineral project with an estimated M&I (measured and indicated) resource of 21.5 Mt (million tonnes) of 1.8 per cent CuEq (copper equivalent) with an inferred resource or 28.4 Mt of 2 per cent CuEq.
Marble Cove gold prospect highlights:
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A separate area of the project hosts gold mineralization, with historic sampling returning up to 70.38 g/t Au. Historic grab samples, taken by Dan Jacob in 2024 and assayed at Eastern Analytical, an accredited lab in Newfoundland and Labrador. These values are from historical grab samples and may not be representative of the overall mineralization; true widths are unknown.
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Gold is associated with narrow, structurally controlled veins.
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Situated in a favourable geological setting, approximately four kilometres west and along strike of the mineralized trends of Maritime Resources Corp.'s (Toronto Stock Exchange: MAE) Point Rousse gold project. Point Rousse has produced over 200,000 ounces of gold and hosts three major mineralized trends, each extending three to eight km before terminating at the coast. Marble Cove lies directly west, across the bay from these known gold-bearing structures.
Transaction terms
Pursuant to the option agreement, Centenario has the option to acquire up to 100 per cent of PNL's right, title and interest in, and to the Cabot project by making cash payments, issuing postconsolidation common shares, and incurring exploration expenditures as set out in the attached table.
All common shares are to be issued on a postconsolidation (as defined below) basis.
All payments and share issuances are to be made, on behalf of PNL, to certain individuals listed in the option agreement in certain proportions set out therein. The option agreement also contains limitations on the creation of a control person (as defined by TSX Venture Exchange policies) unless prior shareholder approval is obtained in accordance with TSX-V policies.
Centenario has also committed to annual work commitments for three prospectors at a daily rate of $350 per prospector, totalling $63,000 per year and $315,000 over five years, with all such amounts credited as expenditures for purposes of exercising the option.
Upon the earlier of (i) the exercise of the option or (ii) the completion of year 5 of the annual work commitments, Centenario will grant two million stock options to PNL, exercisable for five years at the lowest permitted price under TSX-V policies, subject to Centenario's equity compensation plan and TSX-V approval.
With the exercise of the option, Centenario will grant PNL a 3.0-per-cent net smelter return royalty on all minerals sold from the project, payable after commercial production begins. Centenario may repurchase 1.5 per cent of the royalty at any time within two years of commencement of commercial production for $1.5-million. In addition, Centenario will pay an advanced royalty of $50,000 per year for three years following the exercise of the option, with all such payments credited toward any future exercise of the buyback right.
A three-kilometre area of interest applies to all after-acquired properties related to the transaction, which will be subject to identical royalty terms as the original project.
All potential securities issuances by Centenario are subject to applicable hold periods and subject to applicable securities laws.
Share consolidation
As contemplated by the option agreement, Centenario intends to effect a consolidation of its common shares of up to 10 preconsolidation shares for one postconsolidation share, subject to TSX-V approval.
Private placement
Further to the company's Oct. 10 announcement of a non-brokered private placement of up to 15 million units at a price of 10 cents per unit for gross proceeds of up to $1.5-million, the offering is expected to close a first tranche of the placement over the next couple of weeks. As previously announce, each unit will consist of one common share and one half non-transferable common share purchase warrant, with each warrant being exercisable to purchase one common share at a price of 15 cents cents for 24 months from the date of issuance.
Qualified person
Garth Graves, PGeo, is an independent qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, and has reviewed and approved the scientific and technical information contained in this news release. Mr. Graves has not independently verified the data disclosed herein.
Information regarding adjacent properties, including mineralization and exploration results (for example, Firefly Metals' Ming mine and Maritime Resources' Point Rousse project), is provided for context only. The qualified person has not verified the information on adjacent or geologically similar properties, and such information is not necessarily indicative of mineralization on the Cabot project.
The sampling results referenced for the Cabot copper zone and Marble Cove gold prospect are historical in nature and comprise selective grab samples collected by Ken Lewis (2000) and Dan Jacob (2024) and assayed by Eastern Analytical, an accredited laboratory in Newfoundland and Labrador. The company considers these results relevant as an indication of mineralization potential; however, a qualified person has not completed sufficient work to classify these results as current mineral resources or reserves. Accordingly, Centenario is not treating these results as current mineral resources or reserves. Further exploration, including drilling and systematic sampling supported by appropriate QA/QC (quality assurance/quality control), is required to verify these results.
About Centenario Gold Corp.
Centenario Gold is a mineral exploration company incorporated in British Columbia and headquartered in Vancouver, Canada. The company is focused on the acquisition, exploration and development of high-potential mineral projects in the Americas, with a primary emphasis on gold, copper and silver.
The company is committed to responsible exploration and development, working closely with local communities and stakeholders. Centenario's management team brings extensive experience in mineral exploration, project development and capital markets.
Centenario Gold is listed on the TSX Venture Exchange and continues to evaluate new opportunities to expand its portfolio in both Mexico and Canada, and deliver value to shareholders.
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