Mr. David Tafel reports
CENTURION CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
Centurion Minerals Ltd. has closed a first tranche of its previously announced non-brokered private placement and issued 4.15 million units priced at five cents per unit for total gross proceeds of $207,500. Each unit comprises one common share in the capital of the company and one common share purchase warrant. Each warrant is exercisable into a common share for a period of 36 months at an exercise price of eight cents.
Financing proceeds are to be allocated for working capital and general corporate activities. The shares will be subject to a four-month hold period expiring on March 14, 2026. Finders' fees being paid are $12,000 in cash and 240,000 broker warrants, having terms identical to that of the participants.
The non-brokered private placement was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange.
David Tafel, an officer and director of the company purchased 250,000 units for a total consideration of $12,500. Mr. Tafel is hereinafter referred to as the insider placee.
The placement to the insider placee constituted a related party transaction, within the meaning of the exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of related party participation on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the subscription for units by the insider placee exceeded 25 per cent of the company's market capitalization (as calculated for the purposes of MI 61-101). Further details will be included in a material change report.
Following the first tranche closing of the non-brokered private placement, the insider placee advised that he holds 1,675,787 common shares representing approximately 9.27 per cent of the issued and outstanding common shares of the company, on a non-diluted basis, and approximately 14.56 per cent on a partially diluted assuming the exercise of previously granted options outstanding and the warrants acquired hereunder and forming part of the units. The insider placee advised that prior to the date hereof, he owned 1,425,787 common shares representing 10.24 per cent of the issued and outstanding common shares on a non-diluted basis.
The insider placee advised that the units were acquired by him for investment purposes and with a long-term view of the investment. The insider placee may acquire additional securities of the company either on the open market or through acquisitions or sell securities of the company either on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors.
About Centurion Minerals Ltd.
Centurion Minerals is a Canadian-based company with a focus on precious mineral asset exploration and development in the Americas. Centurion has the right to earn a 100-per-cent interest in the Casa Berardi West gold project which is located in the prolific gold-producing, greenstone belt of Northeastern Ontario.
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