Centurion Clarifies Shares For Debt Settlements

May 22, 2026 5:05 PM EDT | Source: Centurion Minerals Ltd.

Vancouver, British Columbia--(Newsfile Corp. - May 22, 2026) - Centurion Minerals Ltd. (TSXV: CTN) (" Centurion ", or the " Company ") wishes to clarify its news releases dated May 07 and May 12, 2026, whereby it has agreed to settle $415,000 in debt by issuing 5,533,333 shares valued at $0.075 per share. $335,000 of this debt is being settled with 2 directors, by issuing 4,466,667 common shares. The Company reports that this constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and policy 5.9 of the TSX Venture Exchange. Notwithstanding the foregoing, the directors of the Company have determined that the insiders' participation in the shares for debt will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101.

Mr. David Tafel, a director of the Company, through his wholly owned company, Pacific Capital Advisors Ltd. has agreed to accept 2,586,667 shares in exchange for extinguishing $194,000 in debt bringing his aggregate direct and indirect shareholdings in the Company to 4,577,454 (representing approximately 11.6% of the issued and outstanding Shares post-completion).

Mr. Jeremy Wright, a director of the Company, through his wholly owned company Seatrend Strategy Inc. has agreed to accept 1,880,000 shares in exchange for extinguishing $141,000 in debt bringing his aggregate direct and indirect shareholdings in the Company to 3,957,576 (representing approximately 10.0% of the issued and outstanding Shares post-completion).

The shares for debt transactions are subject to TSX Venture Exchange approval.

About Centurion Minerals Ltd.

Centurion Minerals Ltd. is a Canadian-based company with a focus on precious mineral asset exploration and development in the Americas.

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