San Lorenzo Gold Announces Entering Into an Advisory Engagement with Argonaut, a Proposed Private Placement and Provides a Salvadora Drilling Update

Executive Summary

• San Lorenzo Gold Corp. entered a six‑month advisory agreement with Argonaut Corporate Finance Ltd., receiving $5,000/month and 1,000,000 warrants at $0.80 per share (2‑year term).
• The company announced a non‑brokered best‑efforts private placement of units for up to $4 million at $0.62 per unit (each unit = 1 common share + ½ warrant); Argonaut Group will cornerstone the offering with a $2 million subscription.
• Conversion of two existing credit facilities into common shares and repayment of a $1 million term loan to Lithium Chile Inc. are being executed as part of the financing, eliminating outstanding advances.

Key Details

• Advisory Engagement
• Term: 6 months (extendable).
• Compensation: $5,000 per month.
• Advisory Warrants: 1,000,000 warrants @ $0.80 exercise price, exercisable for 2 years.
• Private Placement
• Gross proceeds target: up to $4,000,000.
• Unit price: $0.62 per unit.
• Unit composition: 1 Common Share + ½ Common Share purchase warrant.
• Full Warrant exercise price: $0.80 for 2 years; acceleration clause if VWAP > $1.10, expiry accelerated to 60 days thereafter.
• Cornerstone investor (Argonaut Group): $2,000,000 subscription.
• Broker fee/warrants: up to 6% of gross proceeds payable in cash plus warrants representing 6% of issued common shares; Argonaut waives its broker warrant entitlement.
• Use of Proceeds
• Continue exploration on the Salvadora property (flagship gold/copper project).
• General working capital, including costs associated with the offering.
• Credit Facility Conversions
• Tailwind Capital Neo Fund Ltd. to convert $1,000,000 of advances from first facility @ $0.20 per share.
• Convert $235,190 (drawn) from second facility @ $0.35 per share; post‑closing no outstanding advances remain under either facility.
• Term Loan Repayment
• $1,000,000 principal + ~$240,000 accrued interest to Lithium Chile Inc.
• 50% of indebtedness repaid via issuance of Units at the offering price ($0.62 per unit).
• Remaining 50% repaid in cash from offering proceeds.
• Drilling Update
• Fourth hole being drilled on Cerro Blanco porphyry target; results expected January 2026 after rig issues resolved.

Notable Quotes

“Argonaut is delighted to be cornerstoning the Offering and accepting the advisory engagement… we are convinced Salvadora has the strong potential to host a multi‑million ounce gold resource.” – Eddie Rigg, Executive Chairman, Argonaut

“We are pleased to have Argonaut’s support… management has determined that it is in the best interests of our stakeholders to complete a financing that will enable drilling to continue well into 2026.” – Al Kroontje, CEO, San Lorenzo Gold Corp.