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Tribeca Resources Announces Non-Brokered Private Placement of up to C$5M

Source: TheNewsWire

(TheNewswire)

7 OCTOBER, 2025 | VANCOUVER, BC – TheNewswire- Tribeca ResourcesCorporation (TSXV: TRBC) (OTCQB: TRRCF)(“ TribecaResources ” or the “ Company ”) ispleased to announce that it intends to complete a non-brokered privateplacement of up to 23,809,523 units of the Company (“ Units ”) at a priceof $0.21 per Unit, for aggregate gross proceeds of up to $5,000,000(the “ Offering ”). The Offering is subject to a minimum aggregatesubscription amount of $2,000,000.

Each Unit will be comprised of one common share of theCompany (each, a “ Share ”) and one-half of one common sharepurchase warrant (each whole warrant, a “ Warrant ”). EachWarrant will be exercisable by the holder thereof to acquire oneadditional Share (each, a “ Warrant Share ”, and together with the Units,Shares and Warrants, the “ Securities ") at an exercise price of$0.30 if exercised within the first 12 months following the ClosingDate (as defined below) and $0.40 if exercised within the subsequent12-month period, for a total exercise period of 24 months from theClosing Date; provided that: (i) the Warrants shall not be exercisablewithin the initial 60-day period following the Closing Date and (ii)the Company will have the right to accelerate the expiry of theWarrants in the event the Shares trade on the TSX Venture Exchange(the “ TSXV ”) (or any such other stock exchange in Canada as theShares may trade at the applicable time) at a volume weighted averagetrading price (" VWAP ") of C$0.50 or more per Share for aten (10) consecutive trading day period.

Subject to compliance with applicable regulatoryrequirements, the Offering is being completed pursuant to the listedissuer financing exemption (“ LIFE ”) under Part 5A of National Instrument45-106 – ProspectusExemptions and in reliance on the CoordinatedBlanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer FinancingExemption . The Securities issued under theOffering will not be subject to a hold period in accordance withapplicable Canadian securities laws. There is an offering document(the “ OfferingDocument ”) related to this Offering that canbe accessed under the Company’s profile at www.sedarplus.ca and onthe Company’s website at www.tribecaresources.com. Prospectiveinvestors should read this Offering Document before making aninvestment decision.

The Company intends to use the gross proceeds of theOffering for exploration activities at the Company’s La Higueraproject (the “ La HigueraProject ”) and the Jiguata Project (as definedbelow), and for general working capital purposes, all as moreparticularly set forth in the Offering Document.

In connection with the Offering, the Company may, atits sole discretion, pay finder's fees consisting of: (i) Sharesor cash in an amount equal to up to 6% of the gross proceeds raised inrespect of the Offering from subscribers introduced by such finders tothe Company; and (ii) finder’s warrants in an amount equal to up to6% of the number of Shares issued pursuant to this Offering fromsubscribers introduced by such finders to the Company in accordancewith applicable securities laws and the policies of the TSXV.

The closing of the Offering is expected to occur on orabout October 29, 2025 (the “ Closing Date ”). The closing of the Offeringis subject to certain closing conditions, including the approval ofthe TSXV.

It is anticipated that certain directors and managementof the Company (“ Insiders ”) will participate in the Offering.The participation of any insiders may be considered a “related partytransaction” within the meaning of Multilateral Instrument 61-101 - Protection of MinoritySecurity Holders in Special Transactions (" MI 61-101 "). Such insider participation will be exempt from theformal valuation and minority shareholder approval requirements of MI61-101 pursuant to sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101,as the Company is not listed on any of the specified exchanges ormarkets outlined in subsection 5.5(b) of MI 61-101, and the fairmarket value of the Securities to be distributed to the insiders willnot exceed 25% of the Company's market capitalization.

Jiguata Project Definitive Agreementand Due Diligence Period

As announced in the Tribeca Resources news release ofJune 19, 2025, the Company entered into a letter of intent(“ LOI ”) to acquire 100% of the Jiguata porphyry copper project(the “ JiguataProject ”) located in Chile. The deadline forentering into a definitive agreement for the acquisition has beenextended to October 31, 2025.

About Tribeca Resources

Tribeca Resources is acopper exploration company focused on discovering and developingcopper assets in northern Chile. The Company’s management team,whose members are significant shareholders of the Company, hasworld-leading copper expertise including a discovery history with ironoxide copper-gold deposits in the world’s great IOCG Belts of theCaraj ás district inBrazil and the Gawler and Cloncurry provinces of Australia, andporphyry-copper project and business development experience in PapuaNew Guinea, the Philippines, Peru, Argentina and Chile.

Tribeca Resources’ objective is to provide themineral resources for the next generation of copper mines in Chile. Itis focused on building a portfolio of projects, with emphasis on midto advanced-stage copper exploration and resource developmentprojects. To this end, mineral targets are regularly assessed inpursuit of acquisition, strategic exploration and significantdiscovery.

Tribeca Resources’ flagship property is the LaHiguera Project that comprises 4,147 hectares of granted mining andexploration licences and is located towards the southern end of theChilean Coastal IOCG Belt in the Coquimbo Region of northern Chile.Further information about the project can be found in the NI 43-101Technical Report lodged by Tribeca Resources on SEDAR+ on October 24,2022.

On behalf of Tribeca ResourcesCorporation

Paul Gow

Thomas Schmidt

CEO and Director

President and Director

admin@tribecaresources.com

admin@tribecaresources.com

+1 604 685 9316

+1 604 685 9316

Cautionary Note

Neither the TSXV nor its Regulation Service Provider(as that term is defined in the policies of the TSXV) acceptsresponsibility for the adequacy or accuracy of this pressrelease.

This press release does not constitute or form a partof any offer or solicitation to purchase or subscribe for securitiesin the United States. The securities referred to herein have not beenand will not be registered under the Securities Act of 1933, asamended (the “Securities Act”), or with any securities regulatoryauthority of any state or other jurisdiction in the United States, andmay not be offered or sold, directly or indirectly, within the UnitedStates or to, or for the account or benefit of, U.S. persons, as suchterm is defined in Regulation S under the Securities Act(“Regulation S”), except pursuant to an exemption from or in atransaction not subject to the registration requirements of theSecurities Act.

Forward Looking Information

This press release contains forward-looking statementsand information that are based on the beliefs of management andreflect the Company's current expectations. When used in thispress release, the words "estimate", "project","belief", "anticipate", "intend","expect", "plan", "predict","may" or "should" and the negative of these wordsor such variations thereon or comparable terminology are intended toidentify forward-looking statements and information. Theforward-looking statements and information contained in this pressrelease may include, but are not limited to, the terms and completionof the Offering, the ability to raise the minimum and maximum amountsof the Offering, the payment of finder’s fees and issuance offinder’s securities, the anticipated Closing Date and the planneduse of proceeds for the Offering .

Such statements and information reflect the currentview of the Company. By their nature, forward-looking statementsinvolve known and unknown risks, uncertainties and other factors,which may cause our actual results, performance or achievements, orother future events, to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. Such factors include, among others, theability to obtain regulatory approval for the Offering, the state ofequity markets in Canada and other jurisdictions, market prices,exploration successes, and continued availability of capital andfinancing and general economic, market or business conditions.Additional risks and uncertainties regarding the Company are describedin its publicly-available disclosure documents, filed by the Companyon SEDAR+ at www.sedarplus.com.

There are several important factors that could causethe Company’s actual results to differ materially from thoseindicated or implied by forward-looking statements and information.Such factors include, among others: reliance on key management;changes in the credit or security markets; results of operationactivities; unanticipated costs and expenses; fluctuations incommodity prices; and general market and industry conditions. TheCompany cautions that the foregoing list of material factors is notexhaustive. When relying on the Company's forward-lookingstatements and information to make decisions, investors and othersshould carefully consider the foregoing factors and otheruncertainties and potential events. Factors thatcould cause actual results to differ materially from those anticipatedin these forward-looking statements are described under the caption“Cautionary Statement Regarding Forward-Looking Information” inthe Company’s Offering Document dated as of the date hereof, whichis available for view on SEDAR+ at www.sedarplus.com.

The Company has assumed that the material factorsreferred to in the previous paragraph will not cause suchforward-looking statements and information to differ materially fromactual results or events. The forward-looking information contained inthis press release represents the expectations of the Company as ofthe date of this press release and, accordingly, is subject to changeafter such date. Readers should not place undue importance on forwardlooking information and should not rely upon this information as ofany other date. While the Company may elect to, it does not undertaketo update this information at any particular time except as requiredin accordance with applicable laws.

Copyright (c) 2025 TheNewswire - All rights reserved.

Tribeca Resources

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