CALGARY, Alberta, Oct. 16, 2026 (GLOBE NEWSWIRE) -- San Lorenzo Gold Corp. ("San Lorenzo" or the "Company") (TSXV: SLG; OTC: SNLGF) is pleased to announce a best-efforts private placement of up to 7,547,200 common shares of the Company (the "Offered Shares") at a price of $5.30 per Offered Share (the "Issue Price") for aggregate gross proceeds of up to $40,000,160 (the "Offering"). The Offering will be led by SCP Resource Finance LP, as lead agent (the "Lead Agent"), on behalf of a syndicate of agents (together with the Lead Agent, the "Agents").
The Offering will consist of:
(a) up to 3,773,600 Offered Shares (the "LIFE Shares") for aggregate gross proceeds of up to $20,000,080 (the "LIFE Offering"), pursuant to the "listed issuer financing exemption" under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI45-106"), as modified by Coordinated Blanket Order 45-935 (the "LIFE Exemption"); and
(b) up to 3,773,600 Offered Shares (the "Non-LIFE Shares") for aggregate gross proceeds of up to $20,000,080 (the "Non-LIFE Offering"), to certain purchasers (i) pursuant to applicable exemptions, (ii) purchasers resident in the United States pursuant to one or more available exemptions from the registration requirements of the U.S. Securities Act, and (iii) purchasers outside of Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities and the Company to be subject to any ongoing disclosure requirements, under domestic or foreign securities laws.
The Agents have an option (the "Agents' Option") to sell up to an additional 15% of the aggregate number of LIFE Shares and Non-LIFE Shares at the Offering Price, exercisable in whole or in part up to 48 hours prior to the applicable Closing Date (as defined below). Any Offered Shares issued on exercise of the Agents' Option may be issued under the LIFE Offering, the Non-LIFE Offering or a combination thereof, provided that the limits under the LIFE Exemption are not exceeded. If the Agents' Option is exercised in full, aggregate gross proceeds of the Offering will be up to $46,000,184.
The Company intends to use the net proceeds raised from the Offering for exploration drilling and technical studies at the Company's Salvadora Project (including the option payments and minimum exploration expenditures required under the Rubi option agreement), operational capabilities and infrastructure, corporate and administrative activities, and unallocated working capital, as more particularly described in the offering document related to the LIFE Offering.
Subject to compliance with applicable regulatory requirements and in accordance with the LIFE Exemption, the LIFE Shares (including any Offered Shares issued under the LIFE Offering on exercise of the Agents' Option) sold pursuant to the LIFE Offering will be offered in all the Provinces of Canada except Québec. The LIFE Shares issuable pursuant to the LIFE Exemption are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws. There is an offering document related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company website at https://www.sanlorenzogold.ca/. Prospective investors should read this offering document before making an investment decision.
Unless an exemption is available, the Non-LIFE Shares (including any Offered Shares issued under the Non-LIFE Offering on exercise of the Agents' Option) may be subject to a hold period of four months and one day from the Closing Date in accordance with applicable Canadian securities laws.
It is expected that closing of the Offering will take place on or about November 10, 2026 (the "Closing Date"). Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals.
As consideration for their services, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds of the Offering (including gross proceeds from any exercise of the Agents' Option), reduced to 3.0% in respect of the first $5,000,000 of gross proceeds received from purchasers on a "president's list" provided by the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About San Lorenzo
San Lorenzo Gold Corp. is a Canadian mineral exploration company advancing its 100%-owned Salvadora Project in Chile's Atacama Region, approximately 15 kilometres from Codelco's El Salvador copper-gold mine. Salvadora hosts multiple gold and copper-gold discoveries and mineralized centres identified through drilling, geophysics and surface exploration across the property.
San Lorenzo is focused on expanding known mineralized systems, testing a growing pipeline of exploration targets and systematically defining the scale and potential of Salvadora's broader mineralized systems.
