Mr. David Tafel reports
CENTURION ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Centurion Minerals Ltd., further to its news releases of April 16, 2026, April 22, 2026, and April 24, 2026, has closed its non-brokered private placement for $735,000.
The financing is structured as a five-cent-per-unit financing, with each unit including one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at a price of 10 cents per share, valid for three years from the date of closing.
The company is issuing 14.7 million units, comprising 14.7 million shares and 14.7 million warrants, to subscribers. The shares will be subject to a four-month hold period expiring on Aug. 30, 2026. Finders are arm's length to the company, and finders' fees being paid are $25,760 in cash and 515,200 broker warrants. Each broker warrant is non-transferable and exercisable into a common share for a period of 36 months at an exercise price of 10 cents. Financing proceeds are to be allocated for exploration, working capital and general corporate activities.
David Tafel, a director of the company, participated in the private placement by purchasing 400,000 units for $20,000 through his wholly owned company, Pacific Capital Advisors Ltd. (representing approximately 2.7 per cetn of the proceeds from the private placement), bringing his aggregate direct and indirect shareholdings in the company to 2,149,483 (representing approximately 6.3 per cent of the issued and outstanding shares postclosing). Dennis LaPoint, a director of the company, participated in the private placement by purchasing 400,000 units or $20,000 (representing approximately 2.7 per cent of the proceeds from the private placement), bringing his aggregate shareholdings in the company to 400,000 (representing approximately 1.1 per cent of the issued and outstanding shares postclosing). Jeremy Wright, a director of the company, participated in the private placement by purchasing 400,000 units for $20,000 through his wholly owned company, Onatopp Capital (representing approximately 2.7 per cent of the proceeds from the private placement), bringing his aggregate shareholdings in the company to 2,077,576 (representing approximately 6.1 per cent of the issued and outstanding shares postclosing).
Each of the insider subscriptions constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and Policy 5.9 of the TSX Venture Exchange. Notwithstanding the foregoing, the directors of the company have determined that the insiders' participation in the private placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report was not filed more than 21 days prior to closing of the private placement because the details of the private placement and the extent of the insiders' subscription therein had not been confirmed at that time.
About Centurion Minerals Ltd.
Centurion Minerals is a Canadian-based company with a focus on precious mineral asset exploration and development in the Americas.
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