South Atlantic Gold Announces Non-Brokered Private Placement
Vancouver, British Columbia — February 13, 2026 — Leads & Copy — South Atlantic Gold Inc. has announced a non-brokered private placement offering to raise up to C$4,000,000.
The offering will consist of up to 80,000,000 common shares of the company at a price of C$0.05 per share. South Atlantic Gold may pay finders’ fees of 6% cash and 6% finders warrants on externally sourced funds.
Each finder warrant will allow the holder to acquire one additional common share in the company at a price of $0.06 for 24 months from closing. The company intends to use the proceeds to advance its Pedra Branca Project in Brazil and for general corporate purposes.
Insiders of the company, including certain directors, are expected to participate in the offering. This participation is considered a related party transaction under Multilateral Instrument 61-101. However, the related party transaction will be exempt from minority approval, information circular and formal valuation requirements because the value of the securities issued and the consideration paid by insiders will not exceed 25% of the company’s market capitalization.
The offering is subject to the approval of the TSX Venture Exchange. Securities issued will be subject to a four-month and one-day hold period under Canadian securities laws.
South Atlantic Gold has also agreed to settle C$500,000 of debt related to a loan and unsecured promissory note agreement with a non-arms length party, the Lender, in exchange for 10,000,000 shares at C$0.05 per share. The debt settlement is also subject to Exchange approval.
The company expects the debt settlement to help preserve cash for working capital, and the board of directors believes it is in the company’s best interests. The securities issued for the debt settlement will be subject to a four-month and one-day statutory hold period from issuance.
The Lender is a related party, making the debt settlement a Related Party Transaction under MI 61-101. The company is relying on exemptions from formal valuation and minority shareholder approval requirements because the transaction’s fair market value does not exceed 25% of the company’s market capitalization.
The common shares have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or compliance with applicable exemptions. This press release is not an offer to sell or a solicitation to buy securities in the United States.
South Atlantic Gold is focused on acquiring and advancing mineral properties in the Americas.
Douglas Meirelles, President and CEO, has approved the release of this information on behalf of the board.
Source: South Atlantic Gold Inc.
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