San Lorenzo Gold Corp. (TSXV: SLG, OTC: SNLGF) announced a best-efforts private placement of up to 7,547,200 common shares at $5.30 per share. The offering aims to raise aggregate gross proceeds of up to $40,000,160.

The transaction is led by SCP Resource Finance LP as lead agent on behalf of a syndicate. The offering is split into two equal components: the LIFE Offering and the Non-LIFE Offering, each comprising up to 3,773,600 shares for gross proceeds of up to $20,000,080.

Offering structure and terms

The LIFE Shares are offered under the listed issuer financing exemption in Canada, excluding Quebec. These shares are expected to be immediately freely tradeable without a hold period. The Non-LIFE Shares are offered to certain purchasers, including those resident in the United States and outside Canada, subject to applicable exemptions. Unless an exemption applies, Non-LIFE Shares may be subject to a four-month and one-day hold period.

Agents retain an option to sell an additional 15% of the aggregate number of shares. If exercised in full, total gross proceeds could reach $46,000,184. The agents will receive a cash fee of 6.0% of gross proceeds, reduced to 3.0% for the first $5,000,000 received from purchasers on a president's list.

Use of proceeds

Net proceeds from the offering are intended for specific operational and strategic purposes:

• Exploration drilling and technical studies at the Salvadora Project
• Option payments and minimum exploration expenditures under the Rubi option agreement
• Operational capabilities and infrastructure
• Corporate and administrative activities
• Unallocated working capital

Closing timeline

The closing of the offering is expected on or about November 10, 2026. This timeline is subject to regulatory approvals and other standard conditions. The company noted that the securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold within the United States unless registered or exempt.