Mr. Doug Fulcher reports
CENTENARIO ANNOUNCES FINAL APPROVAL OF CABOT OPTION AND CLOSING OF $300,000 FINAL TRANCHE OF UNIT FINANCING
Further to its news releases dated Oct. 14, 2025, Dec. 18, 2025, and Feb. 9, 2026, and the receipt of final TSX Venture Exchange approval of the Cabot project, located in Newfoundland and Labrador, Centenario Gold Corp. has closed the second and final tranche of its previously announced
$1.5-million non-brokered private placement, pursuant to which it
issued an aggregate of 3,105,000 units at a price of 10 cents per unit for aggregate gross proceeds of $310,500.
Each unit consisted of one common share and one-half non-transferable share purchase warrant, with each warrant being exercisable to purchase one additional share at a price of 15 cents per
warrant
share for 24 months from the date of issuance.
The company is closing the final tranche of the offering following its receipt of final exchange approval for the Cabot project option, with the proceeds of such final tranche intended to be used in connection with the company's previously announced Cabot project option (see news releases dated Oct. 14, 2025, and Dec. 18, 2025).
Certain directors and officers of the company participated in the final tranche and, as such, their participation each constituted a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders nor the consideration for the securities paid by such insiders exceeds 25 per cent of Centenario's market capitalization.
The final tranche is subject to the final approval of the
exchange
, and all securities issued under the final tranche are subject to a statutory hold period expiring four months and one day from the date of closing.
No finders' fees were paid in connection with the closing of the final tranche.
In connection with the Cabot project, the company has also filed on SEDAR+ a technical report (compliant with National Instrument 43-101, Standards of Disclosure for Mineral Projects) titled "NI 43-101 Technical Report, Cabot Property, Baie Verte Peninsula, Newfoundland and Labrador, Canada," dated Oct. 27, 2025, with an effective date of Oct. 27, 2025. The technical report was prepared by Dawn Evans-Lamswood, MSc, PGeo, and Dr. Harrison Cookenboo, PhD, PGeo, each an independent qualified person as such term is defined by NI 43-101.
Pursuant to the terms of an option agreement dated Dec. 18, 2025, as amended, Centenario has the option with PNL Ventures Ltd., an arm's-length party, to acquire up to 100 per cent of PNL's right, title and interest in and to the Cabot project by making aggregate cash payments of $300,000 ($15,000 paid), issuing an aggregate of three million shares and incurring an aggregate of $1.65-million in exploration expenditures. For more information and a further breakdown of the payment schedule to exercise the option, see the company's news release dated Dec. 18, 2025. No finders' fees are payable in connection with the option transaction.
Stock option grant
The company also announces that it has granted an aggregate of 1.35 million incentive stock options to certain directors, officers, employees and consultants of the company under its stock option plan. Each option is exercisable into shares for a period of five years at an exercise price of 30 cents per share and are subject to acceptance of the exchange.
The Cabot project -- a promising copper-gold-cobalt prospective 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:
-
Surface sampling has returned up to 6.9 per cent copper (out of 21 samples), with multiple kilometre-scale mineralized trend identified in the Main Cabot VMS (volcanogenic massive sulphide) zone.
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Copper occurs as chalcopyrite and bornite within altered volcanic and sedimentary units, indicating a strong hydrothermal system.
-
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 developing VMS district with a history of historic mine development just 15 kilometres from Firefly Metals Ltd.'s Ming copper-gold mine, with a significant mineral project with an estimated measured and indicated resource of 21.5 million tonnes of 1.8 per cent copper equivalent with an inferred resource or 28.4 million tonnes of 2 per cent copper equivalent.
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 grams per tonne gold.
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Gold is associated with narrow, structurally controlled veins.
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Marble Cove is situated in a favourable geological setting, approximately four kilometres west and along strike of the mineralized trends of Maritime Resources Corp.'s 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 kilometres before terminating at the coast. Marble Cove lies directly west, across the bay from these known gold-bearing structures.
Qualified person
Garth Graves, PGeo, is an independent qualified person as defined by
NI 43-101
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 in which the company holds no interests, including mineralization and exploration results (for example, Firefly's Ming mine and Maritime Resources' Point Rousse project), is provided for geological 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 the Marble Cove gold prospect are historical in nature and comprise selective grab samples collected by Ken Lewis (2000) and Dan Jacob (2024), respectively, and assayed by Eastern Analytical, an accredited laboratory in Newfoundland and Labrador. These samples were not collected under the supervision of the company or the qualified person. The company considers these results to be 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 mineral reserves. Accordingly, Centenario is not treating these results as current mineral resources or mineral reserves. Further exploration, including drilling and systematic sampling supported by appropriate quality assurance and quality control procedures, 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.
We seek Safe Harbor.
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