Aldebaran Resources and Centauri Minerals Announce C$17 MM Brokered and Concurrent C$8 MM Non-Brokered Private Placements by Centauri
Not for distribution to United States newswire services or for dissemination in the United States.
VANCOUVER, British Columbia, July 06, 2026 (GLOBE NEWSWIRE) -- Aldebaran Resources Inc. ("Aldebaran") (TSX-V: ALDE, OTCQX: ADBRF) and its majority-owned subsidiary Centauri Minerals Inc. ("Centauri" and together with Aldebaran, the "Companies") are pleased to announce that, in connection with the spin-out transaction previously announced by the Companies on June 1, 2026 (the "Arrangement"), the Companies have entered into an agreement with TD Securities Inc. ("TDSI"), as lead agent and sole bookrunner on behalf of a syndicate of agents (together with TDSI, the "Agents"), pursuant to which, Centauri has agreed to sell, on a "best efforts" brokered private placement agency basis, up to 17,000,000 subscription receipts of Centauri (each, a "Subscription Receipt"), at a price of C$1.00 per Subscription Receipt (the "Issue Price"), for aggregate gross proceeds of up to C$17,000,000 (the "Brokered Offering").
Sam Leung, Chief Executive Officer and Director of Centauri, commented: "We are pleased to announce this offering, which represents a key milestone in advancing our previously announced spin-out transaction. The proceeds from this financing will provide the resources necessary to complete the spin-out, advance our exploration work programs at our projects in Argentina, and position Centauri for success as a standalone public company. We look forward to completing the spin-out and delivering on the significant opportunities we see ahead for Centauri and its shareholders."
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among Centauri, TDSI (on behalf of the subscribers), and Olympia Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"). Pursuant to the terms of the Subscription Receipt Agreement, each Subscription Receipt sold pursuant to the Offering (as defined below) will be deemed to be automatically exchanged for one freely tradeable common share in the capital of Centauri (each, a "Common Share"), without payment of additional consideration or further action by the holder thereof on the date (the "Escrow Release Date") that each of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) are satisfied or waived; provided, however, that if the Escrow Release Conditions are not met on or before September 30, 2026, each Subscription Receipt will entitle the holder thereof to receive 1.1 Common Shares. The Escrow Release Conditions will include, among other things, that all conditions precedent to the completion of the Arrangement have been satisfied, or waived with the consent of TDSI, and that there have been no material amendments to the terms and conditions of the arrangement agreement governing the terms of the Arrangement which have not been approved by TDSI, acting reasonably. It is a condition to the completion of the Arrangement that the Common Shares, including the Common Shares issuable on exchange of the Subscription Receipts, shall have been approved for listing on the TSX Venture Exchange (the "TSX-V").
Centauri has also granted TDSI an option, exercisable in whole or in part by TDSI giving notice to Centauri at any time up to 48 hours prior to the Closing Date (as defined below), to sell up to an additional C$3,000,000 of Subscription Receipts (the "Additional Subscription Receipts") at the same price and on the same terms as Subscription Receipts sold pursuant to the Brokered Offering (the "Agents' Option"). All references herein to "Brokered Offering" shall be deemed to include the Agents' Option and all references herein to Subscription Receipts shall be deemed to include the Additional Subscription Receipts.
Concurrent with the Brokered Offering, Centauri will complete, on a private placement basis, a non-brokered offering of up to 8,000,000 Subscription Receipts, on the same terms as the Brokered Offering, to subscribers identified by Centauri for aggregate gross proceeds of up to C$8,000,000 (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offering").
The Brokered Offering is expected to close in escrow on or about the week of July 20, 2026, or on such other date as may be determined by Centauri and TDSI (the "Closing Date"). The Non-Brokered Offering is expected to close concurrently with the Brokered Offering, however, the offerings are not cross-conditional and it is possible that the Non-Brokered Offering closes subsequent to the Brokered-Offering.
Upon closing of the Offering, the gross proceeds of the Offering less 50% of the Agency Fee (as defined below) and all of the eligible expenses of the Agents (the "Agents' Expenses") not yet paid as of the Closing Date (the "Escrowed Proceeds"), will be delivered to and held by the Subscription Receipt Agent and invested in an interest bearing account (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds"), all pursuant to the Subscription Receipt Agreement. Upon satisfaction of the Escrow Release Conditions, on the Escrow Release Date, the Subscription Receipt Agent shall release the Escrowed Funds as follows: (i) to, or as directed by, TDSI, on its own behalf and on behalf of the Agents, an amount equal to the remaining 50% of the Agency Fee and all remaining Agents' Expenses not previously paid on the Closing Date (collectively, the "Agents' Payment"), and (ii) following release of the Agents' Payment, the remaining Escrowed Funds to Centauri.
In consideration of their services, Centauri has agreed to pay the Agents a cash commission in an amount equal to 6% of the aggregate gross proceeds from the sale of the Subscription Receipts under the Brokered Offering (including, for greater certainty, any Subscription Receipts issued in connection with the Agents' Option) (the "Agency Fee"). No commission will be payable by Centauri in connection with the Non-Brokered Offering.
It is expected that the Subscription Receipts sold under the Offering will be offered for sale on a private placement basis in Canada to "accredited investors" (as such term is defined in National Instrument 45-106 – Prospectus Exemptions) and on a private placement basis in the United States to "qualified institutional buyers" pursuant to available exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended (the "1933 Act"). The Subscription Receipts are not transferable and will not be listed on any stock exchange.
If (i) the Escrow Release Conditions are not satisfied on or before the date that is 120 days from the Closing Date or such later date as may be agreed to by not less than 66 2/3% of the holders of Subscription Receipts (the "Escrow Deadline") or, (ii) if prior to the Escrow Deadline, the Arrangement is terminated or Centauri has advised the Subscription Receipt Agent and TDSI, or announced to the public, that the Arrangement will not be completed (the date upon which any such event occurs, the "Termination Date"), within five (5) business days following the Termination Date, the Escrowed Funds shall be returned to the holders of Subscription Receipts pro rata. To the extent that the Escrowed Funds are not sufficient to satisfy the Issue Price of each such Subscription Receipt, Centauri will contribute such amounts as are necessary to satisfy any shortfall.
Pursuant to the Arrangement, it is a condition of closing that the Offering be completed for minimum gross proceeds to Centauri of C$10,000,000 of Subscription Receipts (the "Minimum Amount"). For the avoidance of doubt, the Minimum Amount does not impose any obligation, express or implied, on the part of the Agents to purchase, underwrite or arrange substitute purchases for the Subscription Receipts.
Centauri intends to use the net proceeds from the Offering to advance exploration of the Rio Grande gold-copper project located in Salta, Argentina, for the exploration and advancement of other portfolio assets, and for general corporate purposes.
The Offering is subject to a number of customary conditions, including the receipt of all applicable regulatory approvals, including the approval of the TSX-V, execution of an agency agreement with the Agents and the Subscription Receipt Agreement with TDSI and the Subscription Receipt Agent, as well as other customary closing conditions and deliverables for a transaction of this nature.
For further information or to subscribe to the Centauri news list, please contact:
| Sam Leung CEO and Director Centauri Minerals Inc. Phone: +1 416 206 4187 Email: sam.leung@centauriminerals.com |
Ben Cherrington Manager, Investor Relations Aldebaran Resources Inc. Phone: +44 7538 244 208 Email: ben.cherrington@aldebaranresources.com |
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 1933 Act or any state securities laws and may not be offered or sold within the United States or to, or for 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 Aldebaran Resources Inc.
Aldebaran is a mineral exploration company that was spun out of Regulus Resources Inc. in 2018 and has the same core management team. Aldebaran holds an 80% interest in the Altar copper-gold project in San Juan Province, Argentina. The Altar project hosts multiple porphyry copper-gold deposits with potential for additional discoveries. Altar forms part of a cluster of world-class porphyry copper deposits which includes Los Pelambres (Antofagasta Minerals), El Pachón (Glencore), and Los Azules (McEwen Copper). In November 2024 Aldebaran announced an updated mineral resource estimate for the Altar project, prepared by Independent Mining Consultants Inc. and based on the drilling completed up to and including the 2023-24 field season (independent technical report prepared by Independent Mining Consultants Inc., Tucson, Arizona, titled "Technical Report, Estimated Mineral Resources, Altar Project, San Juan Province, Argentina", dated December 31, 2024 – see news release dated November 25, 2024). In October 2025 Aldebaran announced a Preliminary Economic Assessment (PEA) for the Altar Project (independent technical report prepared by SRK Consulting Inc, Denver, Colorado, titled "NI 43-101 Technical Report Preliminary Economic Assessment Altar Project San Juan, Argentina", dated September 30, 2025 – see news release dated October 30, 2025).
About Centauri Minerals Inc.
Centauri Minerals Inc. is a new mineral exploration company focused on Northern Argentina, a mining region of increasing global significance. Centauri holds a 100%-interest in a portfolio of exploration projects spanning approximately 40,000 hectares in the provinces of Salta, Jujuy, and Catamarca, which was spun-out from Aldebaran Resources Inc. The most advanced is the Rio Grande gold-copper project located in Salta, which has an independent National Instrument 43-101 – Standards of Disclosure for Mineral Projects compliant mineral resource estimate that highlights significant gold and copper quantities. Centauri has offices and facilities in Salta, Argentina and Vancouver, Canada. It is currently a private company majority owned by Aldebaran Resources Inc. with plans to become a public company in 2026.
Neither the 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.
Forward-Looking Statements
Certain statements regarding Aldebaran and/or Centauri, including management's assessment of future-plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond the control of Aldebaran or Centauri. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" 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.
Specifically, and without limitation, all statements included in this news release that address activities, events or developments that Aldebaran and/or Centauri expect or anticipate will or may occur in the future, including, among others, statements relating to the exercise, in whole or in part, of the Agents' Option; the satisfaction or waiver of the Escrow Release Conditions and the release of the Escrowed Funds; the completion of the Arrangement and related spin-out transaction; anticipated use of proceeds from the Offering, the terms of the Offering and the anticipated completion date, anticipated regulatory approvals, the intent to have Common Shares listed on the TSX-V, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond the control of Aldebaran or Centauri, such as, among others, the inability to obtain the necessary approvals for the proposed listing of Common Shares; that the Offering will not be completed on the terms or timeline anticipated or at all; the failure to satisfy or waive the Escrow Release Conditions within the required time; the failure to complete the Arrangement; that Centauri may not obtain all required regulatory approvals for the Offering; that Centauri may not be able to use the proceeds of the Offering as anticipated; that Centauri may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; and that compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect Centauri's business and results of operations. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements. Although Aldebaran and Centauri believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The forward-looking statements contained in this press release are made as of the date hereof and Aldebaran and Centauri do not undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities law.
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