St. Augustine Announces a Debt Conversion of CAD$1,670,207
ST. AUGUSTINE ANNOUNCES A DEBT CONVERSION OF CAD$1,670,207
Singapore, June 2, 2025 — St. Augustine Gold and Copper Limited (TSX:SAU) (" St. Augustine" or
the "Company") is pleased to announce that it has entered into an agreement with its creditor and major
shareholder, Queensberry Mining and Development Corp. (" Queensberry"), whereby the Company
has agreed to convert CAD$1,670,207, being the total amount owed to Queensberry, into 25,306,166
common shares of the Company (" Common Shares ") at a deemed issue price of CAD$0.066 per
Common Share (the "Debt Conversion"). Following completion of the Debt Conversion, Queensberry
will hold 525,763,405 Common Shares, representing approximately 52.0 % 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% 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
St. Augustine (SAU.T) is a TSX-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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement includes certain "forward-looking statements" within the meaning of Canadian securities
legislation. All statements, other than statements of historical fact included herein are forward looking
statements. Forward-looking statements involve various risks and uncertainties and are based on certain
factors and assumptions. While we consider these assumptions to be reasonable based on currently available
information, they may prove to be incorrect. There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially from those anticipated in such statements.
Forward-looking information is also subject to certain factors, including risks and uncertainties, that could
cause actual results to differ materially from the Company's current expectations, including changes in market
conditions, governmental or regulatory developments and general economic conditions. Other risks and
uncertainties related to the Company are disclosed under the heading "Risk Factors" in the Company's Annual
Information Form dated March 31, 2025 and filed with Canadian securities regulatory authorities on the
SEDAR+ website at www.sedarplus.ca. Forward-looking information contained in this announcement is based
on our current estimates, expectations and projections, which we believe are reasonable as of the current
date. You should not place undue importance on forward-looking information and should not rely on this
information as of any other date. While we may elect to, we are under no obligation and do not undertake to
update this information at any particular time except as required by applicable securities law.
For more Information:
Lenna Mae Leopoldo ST. AUGUSTINE CORPORATE
Investor and Public Relations Contact HEADQUARTERS
T: +6382 225 0884 No. 21, Greenwood Lane
E: [email protected] Singapore, 286949