South Atlantic Gold Announces Loan Agreement
Vancouver, B.C. – July 31, 2025 – South Atlantic Gold Inc. (“South Atlantic” or the “Company”) (TSX‐V: SAO), advises it has entered into a loan and unsecured promissory note agreement (the “Loan”) with a non‐arms length party (the “Lender”) of the Company in the amount of $500,000. Proceeds from the Loan will provide short term working capital and funds to continue to develop the Company’s Pedra Branca project. The Loan bears interest at 8% per annum and will mature 24 months from date of issue.
The Lender is a related party of the Company and as a result, the advance and repayment under the Loan constitutes a "Related Party Transaction" for the purposes of Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions ("MI 61‐101"). The Company is relying upon an exemption from the formal valuation and minority shareholder approval requirements under MI 61‐101 in respect of the Related Party Transactions, in reliance on Sections 5.5(a) and 5.7(1) of MI 61‐101, respectively, as the fair market value of the Related Party Transaction, collectively, does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61‐101. The Company did not file a material change report related to the Loan more than 21 days before the expected closing of the Loan as required by MI 61‐101, as the Company wished to organize the Loan on an expedited basis for sound business reasons. No finders’ fees were paid in connection with the Loan.
About South Atlantic Gold Inc.
South Atlantic is an exploration company engaged in acquiring and advancing mineral properties in the Americas. For further information, please visit our website at www.southatlanticgold.com.
ON BEHALF OF THE BOARD
Douglas Meirelles, President and CEO
For more information regarding this news release, please contact:
Douglas Meirelles, President and CEO
T: 250‐762‐5777 Email: [email protected]
Cautionary Note Regarding Forward‐Looking Information
This news release contains statements that constitute “forward‐looking Information”, as such term is used in applicable Canadian securities laws. Such forward‐looking information involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward‐looking information. Forward‐ looking information includes statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,”
“potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Forward‐looking information in this news release includes the Company’s expectations with respect to the advancement of funds and use of Loan proceeds, the Company’s strategies and the Company’s abilities to execute such strategies, the Company’s expectations for the Pedra Branca project, and the Company’s future plans and objectives.
Although the Company believes the forward‐looking information contained in this news release is reasonable based on information available on the date hereof, by its nature forward‐looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward‐ looking information.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company’s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company’s expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company’s public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.
THE FORWARD‐LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD‐LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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.