St. Augustine Announces Debt Conversion of $2.2 Million
ST. AUGUSTINE ANNOUNCES DEBT CONVERSION OF $2.2 MILLION
Singapore – December 9, 2021 – 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”) as well certain of its
former officers, particularly, its former SVP, Mr. Michael G. Regino, and its former Interim CFO, Ms.
Maryknoll B. Zamora whereby the Company has agreed to convert (a) approximately CAD2,046,206.63
of debt owing to Queensberry into 37,160,039 common shares of the Company; (b) approximately
CAD57,964.42 of unpaid salary owing to Mr. Regino to 1,052,660 common shares of the Company ;
and (c) approximately CAD90,115.28 of unpaid salary owing to Ms. Zamora to 1,636,534 common
shares of the Company (collectively, the “Common Shares”) at a deemed price of CAD$0.055065 per
Common Share (the “ Debt Conversion ”). Following completion of the Debt Conversion, (a)
Queensberry will hold 325,836,898 Common Shares, representing approximately 37.26% of the issued
and outstanding Common Shares; (b) Mr. Regino will hold 1,052,660 Common Shares, representing
approximately 0.12% of the issued and outst anding Common Shares; and (c) Ms. Zamora will hold
1,636,534 Common Shares, representing approximately 0.19% of the issued and outstanding Common
Shares.
Closing of the Debt Conversion occurred on December 9, 2021.
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 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 c opper-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 “RiskFactors”in the Company’sAnnual Information Form dated [•] and
filed with Canadian securities regulatory authorities on the SEDAR website at www.sedar.com.
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 nor rely on thisinformation 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 securitieslaw.
For more information:
Lenna Mae Leopoldo
Investor and Public Relations Contact
ST. AUGUSTINE CORPORATE
HEADQUARTERS
T: +6382 225 0884 No.21, Greenwood Lane,
E: [email protected] Singapore, 286949