Centenario closes $1.18M first tranche of placement

Executive Summary

• Centenario Gold Corp. has closed the initial tranche of its non-brokered private placement, raising aggregate gross proceeds of $1,189,500.
• The company issued 11,895,000 units at $0.10 per unit, with net proceeds allocated to working capital and the exploration of the Los Reyes project in Mexico.
• Concurrently, the company amended its option agreement for the Cabot project to include a 9.99% beneficial ownership blocker for the counterparty, PNL Ventures Ltd.

Key Details

• Financing Structure:
  • Gross Proceeds: $1,189,500 from the initial tranche.
  • Units Issued: 11,895,000 units.
  • Price: $0.10 per unit.
  • Composition: Each unit consists of one common share and one-half non-transferable share purchase warrant.
  • Warrant Terms: Each warrant is exercisable to purchase one additional share at $0.15 for 24 months from issuance.
  • Statutory Hold: Securities are subject to a statutory hold period expiring four months and one day from the date of closing.
• Finder’s Fees and Brokerage:
  • Total Cash Fees Paid: $72,800.
  • Total Broker Warrants Issued: 1,416,000 warrants.
  • Canaccord Genuity: $20,000 cash fees and 200,000 broker warrants (exercisable at $0.15 and/or $0.10 for 24 months).
  • Ventum Financial: $12,000 cash fees and 120,000 broker warrants.
  • Research Capital: $4,000 cash fees and 40,000 broker warrants.
  • Haywood Securities: $1,200 cash fees and 12,000 broker warrants.
  • Raymond James: $1,200 cash fees and 12,000 broker warrants.
• Use of Proceeds (Initial Tranche):
  • General working capital.
  • Exploration and evaluation of the Los Reyes copper-gold project in Chihuahua, Mexico.
  • Activities on potential new resource projects.
  • Note: No proceeds from this tranche will be applied to the Cabot acquisition until TSX-V approvals are received.
• Future Tranche Plans:
  • A second and final tranche is intended to close following TSX-V approval for the Cabot project option.
  • Proceeds from the second tranche will fund the Cabot project option, general working capital, and additional resource project acquisitions.
• M&A / Agreement Amendment (Cabot Project):
  • Counterparty: PNL Ventures Ltd.
  • Amendment Terms: The option agreement was amended to prevent PNL, its affiliates, or listed individuals from beneficially owning more than 9.99% of the company’s issued and outstanding shares following the issuance of option shares.
  • Condition: The 9.99% limit applies unless a Form 2A or Form 2C1 has been filed with and cleared by the TSX Venture Exchange.
  • Context: This amendment relates to the previously announced option agreement dated Dec. 18, 2025, for the Cabot project.