The Conversation (0)
Centurion Minerals Ltd. (TSXV: CTN) ("Centurion", or the "Company") wishes to announce that, further to its news releases of April 16, April 22, and April 24, 2026, it has closed its non-brokered private placement for $735,000.
The financing is structured as a $0.05 Unit, with each Unit including one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $0.10 per share, valid for three years from the date of closing.
The Company is issuing 14,700,000 Units comprising 14,700,000 shares and 14,700,000 warrants to subscribers. The shares will be subject to a 4-month hold period expiring on August 30, 2026. Finders are arm's length to the Company, and finders' fees being paid are $25,760 in cash and 515,200 broker warrants. Each broker warrant is non-transferable and exercisable into a common share for a period of 36 months at an exercise price of $0.10. Financing proceeds are to be allocated for exploration, working capital and general corporate activities.
Mr. David Tafel, a director of the Company, participated in the Private Placement by purchasing 400,000 Units for $20,000 through his wholly owned company, Pacific Capital Advisors Ltd. (representing approximately 2.7% of the proceeds from the Private Placement), bringing his aggregate direct and indirect shareholdings in the Company to 2,149,483 (representing approximately 6.3% of the issued and outstanding Shares post-closing). Mr. Dennis LaPoint, a director of the Company, participated in the Private Placement by purchasing 400,000 Units or $20,000, (representing approximately 2.7% of the proceeds from the Private Placement), bringing his aggregate shareholdings in the Company to 400,000 (representing approximately 1.1% of the issued and outstanding Shares post-closing). Mr. Jeremy Wright, a director of the Company, participated in the Private Placement by purchasing 400,000 Units for $20,000 through his wholly owned company Onatopp Capital, (representing approximately 2.7% of the proceeds from the Private Placement), bringing his aggregate shareholdings in the Company to 2,077,576 (representing approximately 6.1% of the issued and outstanding Shares post-closing).
Each of the insider subscriptions constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and policy 5.9 of the TSX Venture Exchange. Notwithstanding the foregoing, the directors of the Company have determined that the insiders' participation in the Private Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report was not filed more than 21 days prior to closing of the Private Placement because the details of the Private Placement and the extent of the insiders' subscription therein had not been confirmed at that time.
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.
"David G. Tafel"
Chief Executive Officer
For Further Information Contact:
David Tafel
info@centurionminerals.com
604-484-2161
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295002
