Ms. Lenna Leopoldo reports

ST. AUGUSTINE ANNOUNCES PLACEMENT BY QUEENSBERRY

St. Augustine Gold and Copper Ltd. has entered into an agreement with its major shareholder Queensberry Mining and Development Corp. whereby the latter, through a private placement, subscribed to 91,778,683 common shares of the company at a price of 4.1248594 cents per share. Following completion of the placement, Queensberry will hold 500,457,239 common shares, representing approximately 49.48 per cent of the issued and outstanding common shares.

Closing of the placement is expected to occur on or about June 5, 2023, and the same is subject to the approval of the Toronto Stock Exchange.

The placement is a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on an exemption from the minority approval and formal valuation requirements of MI 61-101 due to the fact that the value of the transaction does not represent greater than 25 per cent of the market capitalization of the company.

The company has not filed a material change report 21 days prior to the closing of the placement as no agreement to that effect was in place at that time.

About St. Augustine Gold and Copper Ltd.

St. Augustine (SAU.T) is a Toronto Stock Exchange-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.

We seek Safe Harbor.