St. Augustine Gold and Copper Limited (TSX: SAU) announces that it has entered into an unsecured convertible note in the principal amount of US$30,000,000 with TVI Resource Development Phils., Inc.

The Note matures nine months from the date the principal is advanced, unless extended by mutual agreement, and bears interest at Term SOFR plus 3.00% per annum, payable quarterly. TVI may elect to convert all or part of the principal and any accrued and unpaid interest into common shares of the Company at a conversion price of C$0.175 per share, being the closing price of the Company’s shares on the Toronto Stock Exchange on 26 June 2026, the date of the Company’s annual general meeting at which shareholders approved the financing]. For conversion, amounts outstanding under the Note will be translated from United States dollars into Canadian dollars at the exchange rate on the conversion date.

The proceeds of the Note will be used to advance the Kingking Copper-Gold Project (the “Project”), including completion of the definitive feasibility study and related technical studies and permitting; for operating and corporate expenses and general working capital; and to repay approximately US$10,000,000 owing by the Company to Metanoia South Pte. Ltd. Further details are set out in the Company’s Management Information Circular dated 18 May 2026, available on SEDAR+ at www.sedarplus.ca.

Related party and approvals

TVI is a related party of the Company because Manuel Paolo A. Villar, the President and Chief Executive Officer of the Company, is the controlling shareholder and an officer of TVI, and other officers and directors of the Company hold similar positions with TVI. The Company’s entry into the convertible note financing with TVI was approved by the Company’s disinterested shareholders at the annual general meeting held on 26 June 2026, with approximately 99.63% of the votes cast by disinterested shareholders in favour.

The TSX has conditionally approved this private placement, subject to the Company fulfilling all of the requirements of the Exchange. The Note, and any common shares issued on conversion, are subject to a hold period expiring four months and one day after the date of issuance of the Note, in accordance with applicable securities laws.

About St. Augustine

St. Augustine is a TSX-listed mining company focused on the development of the Kingking Copper-Gold Project. The Project is one of the largest undeveloped copper-gold deposits in the world and is listed as a top three-priority mining project by the Philippine government.