Mr. Douglas Fulcher reports
CENTENARIO ANNOUNCES CLOSING OF $1.2 MILLION INITIAL TRANCHE OF UNIT FINANCING
Further to Centenario Gold Corp.'s news release dated Oct. 14, 2025, and Dec. 18, 2025, the company has closed the first tranche of its previously announced
$1.5-million
non-brokered private placement, issuing units of the company for aggregate gross proceeds of $1,189,500.
In connection with the closing of the first tranche, the company issued an aggregate of 11,895,000 units at a price of 10 cents per unit.
Each unit consisted of one common share and one-half non-transferable share purchase warrant, with each warrant being exercisable to purchase one additional share at a price of 15 cents for 24 months from the date of issuance.
The company may pay finders' fees to eligible finders, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The initial tranche is subject to the final approval of the TSX-V, and all securities issued under the initial tranche will be subject to a statutory hold period expiring four months and one day from the date of closing.
The company paid cash finders' fees in the aggregate of $72,800 and issued an aggregate of 728,000 warrants to eligible finders as to $35,600 cash fees and 356,000 broker warrants to Canaccord Genuity, $20,000 cash fees and 200,000 broker warrants to Ventum Financial, $12,000 cash fees and 120,000 broker warrants to Research Capital, $4,000 cash fees and 40,000 broker warrants to Haywood Securities, and $1,200 cash fees and 12,000 broker warrants to Raymond James. Each broker warrant is exercisable to purchase one share at a price of 15 cents and/or 10 cents for 24 months from closing of the first tranche.
The company intends to use the net proceeds from the first tranche for general working capital purposes and for exploration and evaluation of its recently acquired Los Reyes copper-gold project located in Chihuahua, Mexico (see news release dated Jan. 5, 2026), as well as activities on potential new resource projects. The company cautions that, although previous disclosure contemplated that proceeds of the offering could finance obligations relating to the company's Cabot project option agreement dated Dec. 18, 2025, no proceeds from the first tranche will be applied toward the Cabot acquisition unless and until Centenario receives all requisite TSX-V approvals.
The company intends to close a second and final tranche of the offering following receipt of TSX-V approval for the Cabot project option, with the proceeds of such second tranche intended to be used in connection with the company's previously announced Cabot project option (see news release Dec. 18, 2025) as well as for general working capital purposes and additional resource project acquisitions. Any proposed acquisitions of the company, including the Cabot acquisition, remain subject to the prior review and approval of the TSX-V.
Amendment to Cabot option agreement
The company is also pleased to announce that it has amended the terms of its previously announced option agreement with PNL Ventures Ltd., amending certain provisions of the option agreement dated Dec. 18, 2025, relating to the company's proposed acquisition of the Cabot project. Under the terms of the amendment, no issuance of shares issuable under the option agreement shall be made to the extent that, after giving effect to such issuance, PNL, any of the individuals listed as receiving option shares
therein, or any of their respective affiliates would beneficially own, directly or indirectly, greater than 9.99 per cent of the company's issued and outstanding shares, unless and until a Form 2A --
Personal Information Form
or Form 2C1 --
Declaration
has been filed with and cleared by the TSX-V.
About Centenario Gold Corp.
Centenario Gold is a mineral exploration company incorporated in British Columbia and headquartered in Vancouver, Canada. The company is focused on the acquisition, exploration and development of high-potential mineral projects in the Americas, with a primary emphasis on gold, copper and silver.
The company is committed to responsible exploration and development, working closely with local communities and stakeholders. Centenario's management team brings extensive experience in mineral exploration, project development and capital markets.
Centenario Gold is listed on the TSX Venture Exchange and continues to evaluate new opportunities to expand its portfolio in both Mexico and Canada, and deliver value to shareholders.
We seek Safe Harbor.
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