Centurion closes $207,500 first tranche of placement

Executive Summary

• Centurion Minerals Ltd. has closed the first tranche of its previously announced non-brokered private placement, raising gross proceeds of $207,500.
• The company issued 4.15 million units at a price of $0.05 per unit, with proceeds allocated for working capital and general corporate activities.
• The transaction includes a related-party component involving Director David Tafel, who purchased 250,000 units, and includes specific warrant terms and a four-month hold period for the shares.

Key Details

• Transaction Structure: Non-brokered private placement, first tranche closed.
• Units Issued: 4.15 million units.
• Price: $0.05 per unit.
• Gross Proceeds: $207,500.
• Warrant Terms: Each unit includes one common share purchase warrant. Warrants are exercisable into common shares for a period of 36 months at an exercise price of $0.08.
• Use of Proceeds: Working capital and general corporate activities.
• Hold Period: Shares are subject to a four-month hold period expiring on March 14, 2026.
• Finder’s Fees: $12,000 in cash and 240,000 broker warrants (terms identical to participant warrants).
• Regulatory Status: Carried out pursuant to prospectus exemptions; subject to final acceptance by the TSX Venture Exchange.
• Insider Participation: David Tafel (officer and director) purchased 250,000 units for $12,500. This constituted a related party transaction under Exchange Policy 5.9 and MI 61-101.
• Insider Holdings (Post-Transaction):
  • Non-diluted: 1,675,787 common shares (~9.27% of issued and outstanding).
  • Partially Diluted: ~14.56% (assuming exercise of previously granted options and warrants from this placement).
  • Pre-transaction holding: 1,425,787 common shares (10.24% non-diluted).
• Exemptions Relied Upon: Sections 5.5(a) and 5.7(1)(a) of MI 61-101 (fair market value of consideration did not exceed 25% of market capitalization).

Notable Quotes

• "The placement to the insider placee constituted a related party transaction, within the meaning of the exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions."
• "The insider placee advised that the units were acquired by him for investment purposes and with a long-term view of the investment."