Centurion Closes First Tranche of Private Placement
NEWS RELEASE
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CENTURION CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
Vancouver, B.C., May 30, 2025. Centurion Minerals Ltd. (CTN: TSX-V) (“Centurion”, or the “Company”) is
pleased to announce that it has closed a first tranche of its previously announced non -brokered private
placement and issued 12,300,000 units (each a “Unit”) priced at $0.01 per Unit for total gross proceeds of
$123,000. Each Unit is comprised of one common share in the capital of the Company (each a
“Common Share”) and one -half of one C ommon Share purchase warrant (each a “Warrant"). E ach
Warrant is exercisable into a common share for a period of 24 months at an exercise price of $0.05.
Financing proceeds are to be allocated for working capital and general corporate activities. There are no
proposed payments to Non-Arm’s Length Parties or Parties conducting Investor Relations Activities. The
shares will be subject to a 4 -month hold period expiring in September 2027. Finders’ fees of $4,000 and
400,000 broker warrants (having the same terms as the placees) have been paid.
The non-brokered private placement was carried out pursuant to prospectus exemptions of applicable
securities laws and is subject to final acceptance by the TSX Venture Exchange (the “Exchange”).
David Tafel, an officer and director of the Company purchased two million Units for a total consideration
of $20,000. David Tafel is hereinafter referred to as the “Insider Placee”.
The placement to the Insider Placee constituted a “related party transaction”, within the meaning of the
Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and
minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a), respectively, of
MI 61-101 in respect of related party participation on the basis that neither the fair market valu e of the
subject matter of, nor the fair market value of the consideration for, the subscription for Units by the
Insider Placee exceeded 25% of the Company’s “market capitalization” (as calculated for the purposes of
MI 61-101). Further details will be included in a material change report.
Following the first tranche closing of the non-brokered private placement, the Insider Placee advised that
he holds 5,703,150 Common Shares representing approximately 10.28% of the issued and outstanding
Common Shares of the Company, on a non-diluted basis, and approximately 14.63% on a partially diluted
assuming the exercise of previously granted Options outstanding and the Warrants acquired hereunder
and forming part of the Units. The Insider Placee advised that prior to the date hereof, he owned
3,703,150 Common Shares representing 8.58% of the issued and outstanding Common Shares on a non -
diluted basis.
The Insider Placee advised that the Units were acquired by him for investment purposes and with a long-
term view of the investment. The Insider Placee may acquire additional securities of the Company either
on the open market or through acquisitions or sel l securities of the Company either on the open market
or through private dispositions in the future, depending on market conditions, reformulation of plans
and/or other relevant factors.
Suite 520 - 470 Granville Street
Vancouver, BC Canada V6C 1V5
Tel: (604) 484-2161
Fax: (604) 683-8544
www.centurionminerals.com
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A copy of the Insider Placee’s early warning report will appear on the Company’s SEDAR+ profile at
www.sedarplus.ca
The securities referred to in this news release have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may
not be offered or sold in the United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release shall not constitute a n offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Centurion Minerals Ltd.
Centurion Minerals Ltd. is a Canadian-based company with a focus on precious mineral asset exploration
and development in the Americas. Centurion has the right to earn a 100% interest in the Casa Berardi
West Gold Project which is located in the prolific gold-producing, greenstone belt of north-eastern
Ontario.
“David G. Tafel”
CEO and Director
For Further Information Contact:
David Tafel
604-484-2161
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ven ture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of
applicable Canadian securities laws. Forward -looking statements relate to future events or future performance and reflect the
expectations or beliefs of management of the Company regarding future events. Generally, forward -looking statements and
information can be identified by the use of forward -looking terminology such as “intends” or “anticipates”, or variations of such
words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This
information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the
date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts
and statements as to management's expectations and intentions with respect to, among other things, the timing of Project
approvals; the timing, terms and completion of any proposed private placement; the expected use of proceeds from the financing.