Tribeca Resources Upsizes Previously Announced Non-Brokered Private Placement to C$6.5 Million and Provides Clarification Regarding Prior Announcement
(TheNewswire)
15 OCTOBER, 2025 | VANCOUVER, BC – TheNewswire- Tribeca ResourcesCorporation (TSXV: TRBC) (OTCQB: TRRCF)(“ TribecaResources ” or the “ Company ”) ispleased to announce that, due to strong investor demand, it hasupsized its previously announced non-brokered private placement fromup to 23,809,523 units of the Company (“ Units ”) foraggregate gross proceeds of up to $5,000,000, to up to 30,952,380Units for aggregate gross proceeds of up to $6,500,000, at a price of$0.21 per Unit (the “ Offering ”). The Offering remains subject toa minimum aggregate subscription amount of $2,000,000 (the“ Minimum OfferingAmount ”).
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 amended and restatedoffering document (the “ Amended 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 Amended Offering Document before making aninvestment decision.
The Company previously announced that it intended touse some of the gross proceeds of the Offering for explorationactivities at the Company’s La Higuera project (the “ La Higuera Project ”) and the Jiguata Project (asdefined below) , and for general working capitalpurposes. The Company wishes to clarify that the gross proceeds of theOffering will only be used for exploration activities at the JiguataProject if it: (i) raises more than the Minimum Offering Amount; and(ii) obtains the necessary regulatory approvals, including approval ofthe TSXV, to enter into the option to purchase 100% of the JiguataProject. In the event that the Company does not obtain all necessaryregulatory approvals or approval from the TSXV, the Company will usecertain proceeds currently contemplated for the Jiguata Project forother purposes as further set out in the Amended Offering Document.There is no certainty that the Company will raise the Minimum OfferingAmount or that it will obtain the necessary regulatory approvals,including approval of the TSXV, to enter into the option to purchase100% of the Jiguata Project.
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 may be completed in one ormore tranches and is expected to close by October 29, 2025 (the“ Closing Date ”). The closing of the Offering is subject to certainclosing conditions, including the approval of the 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 fair market value of the Securities to bedistributed to the insiders will not exceed 25% of the Company'smarket capitalization.
Jiguata Project Definitive Agreementand Due Diligence Period
As previously announced in the Tribeca Resources newsreleases dated June 19, 2025 and October 7, 2025, the Company signed aletter of intent (the “ LOI ”) to enter into an option to purchase a100% interest in the Jiguata project, a 10,000hectare exploration property located 120 km north of the Collahuasicopper-molybdenum mine in northern Chile (the “ Jiguata Project ”) . The LOIwas amended on August 5, 2025, and September 30, 2025, to extend theCompany’s due diligence period and the deadline to execute adefinitive purchase option agreement by 15 days and 30 days,respectively, resulting in a new deadline of October 31, 2025, for theCompany to execute a definitive purchase option agreement. The Companyis continuing to work towards finalizing a definitive purchase optionagreement in respect of the Jiguata Project, which it expects tocomplete on or before October 31, 2025; however, there is no guaranteethat the Company will enter into a definitive purchase optionagreement on the terms currently contemplated by the Company, or atall. The Company’s entry into the option to purchase a 100% interestin the Jiguata Project has not been approved by the TSXV as of thedate hereof.
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) accepts responsibility for the adequacy or accuracy ofthis press release.
This press release does not constitute or form a part of any offer or solicitation to purchase orsubscribe for securities in the United States. The securities referredto herein have not been and will not be registered under theSecurities Act of 1933, as amended (the “Securities Act”), or withany securities regulatory authority of any state or other jurisdictionin the United States, and may not be offered or sold, directly orindirectly, within the United States or to, or for the account orbenefit of, U.S. persons, as such term is defined in Regulation Sunder the Securities Act (“Regulation S”), except pursuant to anexemption from or in a transaction not subject to the registrationrequirements of the Securities 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 amounts of the Offering, the payment offinder’s fees and issuance of finder’s securities, the anticipatedClosing Date and the planned use of proceeds for the Offering .
Such statements and informationreflect the current view of the Company. By their nature,forward-looking statements involve known and unknown risks,uncertainties and other factors, which may cause our actual results,performance or achievements, or other future events, to be materiallydifferent from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Such factorsinclude, among others, the ability to obtain regulatory approval forthe Offering, the state of equity markets in Canada and otherjurisdictions, market prices, exploration successes, and continuedavailability of capital and financing and general economic, market orbusiness conditions. Additional risks and uncertainties regarding theCompany are described in its publicly-available disclosure documents,filed by the Company on 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 Amended Offering Document dated as of the date hereof,which is available for view on SEDAR+ atwww.sedarplus.com.
The Company has assumed that thematerial factors referred to in the previous paragraph will not causesuch forward-looking statements and information to differ materiallyfrom actual results or events. The forward-looking informationcontained in this press release represents the expectations of theCompany as of the date of this press release and, accordingly, issubject to change after such date. Readers should not place undueimportance on forward looking information and should not rely uponthis information as of any other date. While the Company may elect to,it does not undertake to update this information at any particulartime except as required in accordance with applicable laws.
Copyright (c) 2025 TheNewswire - All rights reserved.
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