Aldebaran Resources and Centauri Minerals Announce Closing of $25 million Subscription Receipt Financing in Connection with Centauri Spin-Out

Article content

Not for distribution to United States newswire services or for dissemination in the United States.

Article content

VANCOUVER, British Columbia, July 23, 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 the closing of Centauri’s offering of subscription receipts (each, a “Subscription Receipt“), at a price of C$1.00 per Subscription Receipt (the “Issue Price“) for aggregate gross proceeds of $25,486,000 consisting of: (i) a brokered private placement (“Brokered Offering”) of 17,486,000 Subscription Receipts at the Issue Price, for aggregate gross proceeds of $17,486,000 completed through a syndicate of agents led by TD Securities Inc. (“TDSI“), as lead agent and sole bookrunner and including ATB Cormark Capital Markets, Canaccord Genuity Corp. and National Bank Financial Inc. (together with TDSI, the “Agents“); and (ii) a non-brokered private placement of 8,000,000 Subscription Receipts at the Issue Price for gross proceeds of $8,000,000 (the “Non-Brokered Offering” and together with the Brokered Offering, the “Offering”).

Article content

Article content

Article content

The gross proceeds of the Offering (the “Escrowed Funds“), less 50% of the Agents’ commission in respect of the Brokered Offering and certain eligible expenses of the Agents covered by Centauri, have been deposited in escrow pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement“) dated July 22, 2026 among Centauri, TDSI and Olympia Trust Company, as the subscription receipt agent. The Escrowed Funds will be held in escrow pending satisfaction of all of the escrow release conditions (the “Escrow Release Conditions“), including among other things, that all conditions precedent to the completion of the Arrangement (as defined below) 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 Offering be completed, as well as that the Common Shares (as defined below), 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“).

Article content

Article content

Each Subscription Receipt 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 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.

Article content

If (i) the Escrow Release Conditions are not satisfied on or before the date that is 120 days from the date hereof 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 spin-out transaction previously announced by the Companies on June 1, 2026 (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.