Ms. Lenna Leopoldo reports
ST. AUGUSTINE ANNOUNCES A DEBT CONVERSION OF CAD$1,670,207
St. Augustine Gold and Copper Ltd. has entered into an agreement with its creditor and major shareholder, Queensberry Mining and Development Corp., whereby the company has agreed to convert $1,670,207, being the total amount owed to Queensberry, into 25,306,166 common shares of the company at a deemed issue price of 6.6 cents per common share. Following completion of the debt conversion, Queensberry will hold 525,763,405 common shares, representing approximately 52.0 per cent of the issued and outstanding common shares of the company.
Closing of the debt conversion is expected to occur on or about June 9, 2025. The debt conversion is subject to the approval of the Toronto Stock Exchange.
The debt conversion is a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company is relying on an exemption from the minority shareholder 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 debt conversion as no agreement to that effect was in place at that time.
About St. Augustine Gold and Copper Ltd.
St. Augustine 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.
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