Mr. Terence Walker reports
SAN LORENZO GOLD ANNOUNCES ENTERING INTO AN ADVISORY ENGAGEMENT WITH ARGONAUT, A PROPOSED PRIVATE PLACEMENT AND PROVIDES A SALVADORA DRILLING UPDATE
Subject to the approval of the TSX Venture Exchange, San Lorenzo Gold Corp. has entered into an advisory engagement agreement with Argonaut Corporate Finance Ltd., which is part of Argonaut Ltd., one of Australia's leading natural resources focused investment banking, funds management and stockbroking firms.
San Lorenzo is also pleased to announce that it intends to complete a non-brokered best-efforts private placement and that Argonaut and Argonaut Funds Management will participate as the cornerstone investors.
Advisory engagement with Argonaut
The advisory engagement with Argonaut is for an initial term of six months, is extendable by mutual agreement, and provides that Argonaut will serve as San Lorenzo's strategic financial adviser and provide guidance on exploration efforts and their interpretation on the Salvadora gold/copper project, together with San Lorenzo's other properties Punta Alta and Nancagua, located in Chile. The engagement is the result of due diligence conducted by Argonaut, together with management of San Lorenzo. Due diligence pertained to San Lorenzo's flagship Salvadora property in the mega-porphyry belt of northern Chile.
Argonaut will receive compensation payable at a rate of $5,000/month for the initial term and will be granted one million warrants with each advisory warrant entitling Argonaut to acquire a common share of San Lorenzo at a price of 80 cents for a period of two years.
Argonaut has raised approximately $3.1-billion (Australian) in natural resources in the last 12 months. Its advisory and equity capital markets business is underpinned by extensive institutional relationships, well-respected research coverage, and strong financial and technical in-house capabilities.
Private placement
The company announces that it intends to complete a non-brokered best-efforts private placement of units of the company for gross proceeds of up to $4-million. Each unit will be priced at 62 cents and will consist of one common share and one-half of a common share purchase warrant. Each full warrant will entitle the holder to acquire an additional common share at a price of 80 cents for a period of two years from the date of issuance. The warrants contain an acceleration clause whereby the company may accelerate expiry of the warrants to a date that is 60 days following the date upon which the company's common shares trade at a volume-weighted average trading price exceeding $1.10 per common share. The Argonaut Group will participate in the offering, as the cornerstone investor, for a total of $2-million.
San Lorenzo may pay a cash commission or finder's fee to qualified non-related parties of up to 6 per cent of the gross proceeds of the offering payable in cash together with warrants representing 6 per cent of the common shares issued in connection with the offering. Each broker warrant will entitle the holder to purchase one additional common share at a price of 80 cents for a period of 12 months following closing of the offering. Argonaut will waive its entitlement to broker warrants associated with Argonaut Group's lead-order subscription and will only be paid the broker fee in respect of the offering.
The proceeds of the offering will be used to continue exploration efforts on San Lorenzo's flagship Salvadora property as well as for general working capital purposes including the expenses of the offering.
There is no minimum offering and insiders may participate. All securities issued pursuant to the offering will be offered to accredited investors, as defined under National Instrument 45-106 -- Prospectus
Exemptions, or other qualified investors under other prospectus exemptions and will be subject to a statutory hold period of four months and one day following the closing date of the offering in accordance with applicable Canadian securities laws and the policies of the exchange.
Commenting on the advisory engagement and financing, Argonaut executive chairman Eddie Rigg commented:
"Argonaut is delighted to be cornerstoning the offering and accepting the advisory engagement. We scour the globe seeking to identify world-class projects that are underappreciated and mispriced. We have completed separate technical reviews with our in-house geologists. We are convinced Salvadora has the strong potential to host a multimillion-ounce gold resource."
Commenting on the advisory engagement and proposed financing, Al Kroontje, San Lorenzo's chief executive officer, commented:
"We are pleased to have Argonaut's support and look forward to their continued involvement with San Lorenzo as the company continues the evaluation and interpretation of ongoing drilling, IP, and surface geochem efforts at Salvadora. Drilling is ongoing on this exciting project. At the suggestion of numerous stakeholders, together with the fact that the existing (second) credit facility will not provide sufficient funding of much warranted continuous drilling at Salvadora, management has determined that it is in the best interests of our stakeholders to complete a financing that will enable drilling to continue well into 2026."
Conversion of credit facilities
In connection with the offering, Tailwind Capital Neo Fund Ltd, a company associated with San Lorenzo's CEO and a director, has agreed to convert all advances made under two previously announced credit facilities into common shares pursuant to the conversion terms contained in the originating loan agreements. The first credit facility was provided to enable San Lorenzo to complete the impactful drilling program that occurred between December, 2024, and February, 2025. The second credit facility was provided to allow the drilling program currently under way to commence. The first credit facility, which automatically converted into a term loan maturing on Nov. 30, 2026, when the maximum draw was made, will involve the conversion of $1-million of outstanding advances at 20 cents per common share. In the case of the second facility, all amounts advanced under that facility, of which $235,190 is currently drawn, will be converted at 35 cents per common share such that upon closing of the offering, no advances will be outstanding under either of the two facilities with Tailwind.
Repayment of term loan
The outstanding term loan in favour of Lithium Chile Inc. (lender) in the principal amount of $1-million, plus accrued interest of approximately $240,000, will be satisfied through the lender's being issued units for 50 per cent of the indebtedness at the offering price of 62 cents per unit and the remaining 50 per cent of the indebtedness will be repaid in cash from the proceeds of the offering.
Drilling update
San Lorenzo is pleased to advise that it is currently drilling a fourth hole on its Cerro Blanco porphyry target. Initial mechanical problems with the drilling rig have been rectified such that results are now expected to be received during January, 2026.
About San Lorenzo
Gold Corp.
San Lorenzo is focused on advancing its flagship Salvadora property located in Chile's mega-porphyry belt. Results obtained from prior drilling programs conducted on four different targets have convinced management that several significant gold- and copper-enriched epithermal and porphyry style systems are contained within the Salvadora property.
We seek Safe Harbor.
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