Centenario Signs LOI to Acquire the Cabot Copper and Gold Project in Newfoundland and Labrador, Announces A $1.5 Million Financing and Share Consolidation
14.10.2025 | The Newswire
Highlights:
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Acquisition: Centenario Gold signs a non - Vancouver, BC - Centenario Gold Corp. (TSXV: CTG) ("Centenario" or the "Company") is pleased to announce they have entered into a non-binding Letter of Intent dated October 1, 2025 ("LOI"), with PNL Ventures Limited ("PNL"), an arm's length Newfoundland company, to acquire a 100% interest in the Cabot Mineral Project (the "Cabot Project" or "Project"), a prospective copper, gold and cobalt exploration asset in Newfoundland's Baie Verte Peninsula, a region with a long history of mining success and ongoing development.
Doug Fulcher, President & CEO of Centenario Gold says. "The Project aligns well with Centenario's exploration strategy, focusing on untested, high-potential targets in established mining jurisdictions with renowned infrastructure. The Company recognizes the opportunity to further evaluate and potentially expand copper-gold mineralization at the Cabot Project, particularly given current trends in copper demand and gold prices. The Project complements Centenario's ongoing exploration initiatives.
The Cabot Project - A Highly Prospective Copper-Gold-Cobalt Asset in a Proven and Expanding Mining District
The Cabot Project is a copper-gold-cobalt exploration property with two distinct mineralized zones: a copper-cobalt rich system known as the "Cabot Copper Zone" and a separate quartz vein hosted gold system known as the "Marble Cove gold Prospect" that covers over 48 square kilometres (4,800 hectares). The Project is strategically located in a top-tier mining jurisdiction with road access, power infrastructure, and proximity to producing mines.
Cabot Copper Zone Highlights:
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Sampling has returned grades of up to 7% Cu, with multiple kilometre-scale mineralized trend identified in the Main Cabot VMS Zone.1
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Copper occurs as chalcopyrite and bornite within altered volcanic and sedimentary units, indicating a strong hydrothermal system.
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Geophysics and soil surveys have defined 5 drill-ready targets; 4-of which have not been tested by drilling or trenching
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The Project is located in a rapidly developing VMS District with a long history of historic mine development; located just 15km from Firefly Metals' (ASX:FFM) Ming Copper-Gold Mine a significant mineral project with an estimated M I Resource of 21.5Mt of 1.8% CuEq with an inferred resource or 28.4Mt of 2% CuEq.2
Marble Cove Gold Prospect Highlights:
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A separate area of the project hosts gold mineralization, with historic sampling returning up to 70.38 g/t Au3
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Gold is associated with narrow structurally controlled veins.
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Situated in a favorable geological setting, approximately 4 km west and along strike of the mineralized trends of Maritime Resources Corp.'s (TSX: MAE) ("Maritime Resources") Point Rousse Gold Project. Point Rousse has produced over 200,000 oz of gold and hosts three major mineralized trends, each extending 3 to 8 km before terminating at the coast. Marble Cove lies directly west, across the bay from these known gold-bearing structures.
Figure 1. Geological Map of the Cabot Project
Click Image To View Full SizeFigure 2. Drone Imagery of surface sulphide mineralization exposed in historic exploratory trenching
Click Image To View Full SizeTransaction Terms:
Pursuant to the terms of the LOI, the Company will enter into a definitive option agreement (the "Definitive Agreement") with PVL on or before October 31, 2025, pursuant to which Centenario will have the option (the "Option") to acquire up to 100% of PVL's right, title and interest in and to the Cabot Project. The Option can be exercised by Centenario by making the following cash payments, issuances of post-Consolidation (as defined below) common shares (each, a "Common Share") in the capital of Centenario and incurring the exploration expenditures (collectively, the "Expenditures") on or before the dates indicated below:
Payment Date
Cash Payment Amounts
Common Share Issuances
Expenditures
Interest Earned
Upon execution of the Definitive Agreement
$15,000
150,000
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First anniversary of the Definitive Agreement
$30,000
200,000
$100,000
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Second anniversary of the Definitive Agreement
$30,000
250,000
$250,000
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Third anniversary of the Definitive Agreement
$50,000
400,000
$300,000
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Fourth anniversary of the Definitive Agreement
$75,000
500,000
$500,000
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Fifth anniversary of the Definitive Agreement
$100,000
1,500,000
$500,000
100%
Total:
$300,000
3,000,000
$1,650,000
100%
Centenario may accelerate the exercise of the Option by making the cash payments, issuing the Shares and incurring the Expenditures prior to their respective due dates.
Concurrently with the exercise of the Option, Centenario will grant PVL a 3.0% net smelter return royalty (the "Royalty") on all metals produced from the Project, payable after commercial production begins. Centenario may repurchase 1.5% of the Royalty at any time within two years of commercial production commencement for $1,500,000. In addition, Centenario will pay an advanced Royalty of $50,000 per year for three years post-Option exercise, for a total of up to $150,000, with all such payments credited toward any future buy-back. A 3 km area of influence applies to all after-acquired properties related to the transaction, subject to identical Royalty terms as the original Project.
All proposed securities issuances of Centenario are subject to prior approval of the TSX Venture Exchange ("TSXV") and, unless prior shareholder approval is obtained, no future share issuance under the Agreement will allow for the creation of a Control Person, as defined by TSXV policies. No finder's fees are anticipated to be paid in connection with the transaction.
Centenario Gold Acquisition
Centenario's acquisition of the Cabot Project represents an expansion of its copper-gold portfolio within Newfoundland's Baie Verte Peninsula, an area noted for increasing exploration activity. The region includes ongoing projects such as FireFly Metals Ltd.'s ("FireFly") Ming Copper-Gold Mine and Maritime Resources' Point Rousse Gold Project, alongside Centenario's newly acquired copper and gold targets.
Figure 3. Map showing the locations of the modeled Electromagnetic plates as magenta lines over an image of the VTEM channel 20 data. Plate 3 is the known mineralization at Cabot. (EM Modelling completed by Fathom Geophysics)
Table 1 VTEM Generated thin Electromagnetic plates modeled by Fathom Geophysics.
Click Image To View Full SizeTable 2 VTEM Generated thick Electromagnetic plates modeled by Fathom Geophysics.
Click Image To View Full SizeQualified Person:
Garth Graves, P.Geo., is an independent Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects and has reviewed and approved the scientific and technical information contained in this news release. Mr. Graves has not independently verified the data disclosed herein.
Information regarding adjacent properties, including mineralisation and exploration results, is provided for context only. The Qualified Person has not verified the information on adjacent or geologically similar properties, and such information is not necessarily indicative of mineralisation on the Cabot Project.
Historical sampling results referenced in this release are from the sources cited herein. While the Company considers these results relevant as an indication of mineralisation potential, a Qualified Person has not completed sufficient work to classify the historical results as current mineral resources or reserves. Centenario is not treating these results as current mineral resources or reserves, and further exploration is required to verify these results.
Share Consolidation
The Company also announces its intention to complete a consolidation of its Common Shares on the basis of one post-Consolidation Common Share for a maximum of every ten pre-Consolidation Common Shares (the "Consolidation"). Currently, a total of 41,832,489 Common Shares are issued and outstanding, which would be consolidated into 4,183,249 Common Shares in the event of the maximum Consolidation of 10:1.
Centenario's board of directors has carefully considered this consolidation of the common shares and believes that, if approved and implemented, Centenario would benefit from enhanced trading liquidity and a greater ability to raise additional capital to fund its operations.
The Consolidation remains subject to approval by the TSXV and the effective date of the Consolidation will be announced in a subsequent news release. No fractional Common Shares will be issued as a result of the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a post-Consolidated Common Share will have such fractional interest rounded up to the nearest whole number.
Private Placement
The Company also announces a non-brokered private placement of up to 15,000,000 units (each, a "Unit") at a price of $0.10 per Unit for gross proceeds of up to $1,500,000 (the "Offering"). Each unit will consist of one common share and one half non-transferable common share purchase warrant ("Warrant"), with each Warrant being exercisable to purchase one common share at a price of $0.15 cents for 24 months from the date of issuance. The Offering is expected to close in October, 2025.
The Company may pay finders' fees to eligible finders, in accordance with applicable securities laws and the policies of the TSXV. The Offering is subject to the approval of the TSXV, and all securities issued under the Offering will be subject to a statutory hold period expiring four months and one day from the date of closing of the Offering.
The Company intends to use the net proceeds of the Offering for exploration and evaluation of potential new resource projects and general and administrative expenses, which may include funds for marketing and investor relations.
Certain directors and officers of the Company may acquire securities under the Offering. Any such participation will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Company expects that the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is listed on the TSXV and neither the expected fair market value of securities being issued to related parties nor the consideration being paid by related parties would exceed 25% of the Company's market capitalization. Closing of the Offering is subject to TSXV acceptance.
The Existing Shareholder Exemption
The Offering is also made available to registered shareholders of the Company who, as of the close of business on August 15, 2025, hold common shares of the Company pursuant to the prospectus exemption set out in British Columbia Instrument 45-534 - Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person who is registered as an investment dealer in the jurisdiction.
About Centenario Gold Corp.:
Centenario Gold Corp. is a mineral exploration company incorporated in British Columbia and headquartered in Vancouver, Canada. The Company is focused on the acquisition, exploration, and development of high-potential mineral projects in the Americas, with a primary emphasis on gold, copper and silver.
The Company is committed to responsible exploration and development, working closely with local communities and stakeholders. Centenario's management team brings extensive experience in mineral exploration, project development, and capital markets.
Centenario Gold Corp. is listed on the TSX Venture Exchange and continues to evaluate new opportunities to expand its portfolio in both Mexico and Canada and deliver value to shareholders.
On behalf of the Board of Directors,
Doug Fulcher
President, CEO, Director
For further information, please call:
Doug Fulcher 604-803-5901
www.centenariogold.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward Looking Statements:
This news release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled", or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. All statements in this news release that are not purely historical are forward-looking statements and include, without limitation, statements regarding the Company's plans, expectations, and objectives for the Cabot Project and other mineral properties; the anticipated benefits and timing of the proposed Definitive Agreement and Consolidation; the Company's exploration plans and objectives; the potential for mineralization at the Cabot Project; the timing and completion of required regulatory approvals; and other future events or developments. Forward-looking statements are based on the reasonable assumptions, estimates, expectations, analyses and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date such statements are made. Material assumptions include, but are not limited to: the ability to obtain necessary regulatory approvals; the availability of financing and personnel; the accuracy of historical information and technical data; and that market fundamentals will support the business and exploration plans of the Company. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those anticipated in such statements. These risks and uncertainties include, but are not limited to: risks related to mineral exploration and development; the possibility that future exploration results will not be consistent with the Company's expectations; risks related to the ability to obtain necessary regulatory approvals; changes in commodity prices and market conditions; risks related to operating in foreign jurisdictions; environmental and permitting risks; and other risks described in the Company's public disclosure documents filed on SEDAR+ at www.sedarplus.ca. Additional factors that may affect future results include general economic, market or business conditions, changes in financial markets, inflationary pressures, fluctuations in interest rates, ongoing labour shortages, and geopolitical events such as the conflicts in Ukraine and Palestine. The Company cautions that the impacts of these factors are currently difficult to predict and may materially affect the Company's operating performance, financial position, and future prospects. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except as required by applicable law.
1 Historic Grab Samples, taken by Ken Lewis (Vendor) in 2000 and Assayed at Eastern Analytical an accredited lab in Newfoundland and Labrador.
2 FFM Press Release Dated October 29th, 2024
3 Historic Grab Samples, taken by Dan Jacob (Vendor) in 2024 and Assayed at Eastern Analytical an accredited lab in Newfoundland and Labrador.
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