Tribeca Resources Upsizes Previously Announced Non-Brokered Private Placement to C$6.5 Million and Provides Clarification Regarding Prior Announcement

Executive Summary

• Tribeca Resources upsized its previously announced private placement from up to 23,809,523 units ($5 M gross proceeds) to up to 30,952,380 units ($6.5 M gross proceeds) at $0.21 per unit.
• Each unit consists of one common share and half a warrant; warrants are exercisable at $0.30 (first 12 months) or $0.40 (second 12 months), with acceleration provisions if the TSXV price reaches C$0.50 VWAP for ten consecutive days.
• Proceeds are earmarked primarily for exploration at the Jiguata Project (subject to regulatory approvals and minimum raise) and La Higuera Project, plus general working capital.

Key Details

• Upsized Offering Size: Up to 30,952,380 units → aggregate gross proceeds up to $6,500,000 (price $0.21 per unit).
• Minimum Offering Amount: $2,000,000 must be subscribed before closing.
• Unit Composition: 1 common share + ½ warrant per unit.
• Warrant Terms:
• Exercise price $0.30 if exercised within first 12 months after closing; $0.40 thereafter (up to 24 months total).
• Not exercisable during the initial 60‑day period post‑closing.
• Company may accelerate expiry if TSXV VWAP ≥ C$0.50 for ten consecutive trading days.
• Closing: Expected by October 29, 2025, possibly in multiple tranches; subject to TSXV approval and other closing conditions.
• Use of Proceeds:
• Exploration activities at the Jiguata Project (conditional on raising > minimum amount and obtaining regulatory/TSXV approvals).
• Exploration at the La Higuera Project.
• General working capital.
• Finder’s Fees: Up to 6 % of gross proceeds may be paid in cash or shares, plus up to 6 % of issued shares as finder’s warrants, per applicable securities laws and TSXV policies.
• Insider Participation: Certain directors and officers may participate; treated as a related‑party transaction exempt from formal valuation/minority approval under MI 61‑101.
• Jiguata Project LOI Updates:
• Original LOI signed June 19, 2025; amended Aug 5 and Sep 30, 2025 to extend due‑diligence period.
• New deadline to execute definitive purchase option agreement: October 31, 2025 (subject to TSXV approval).
• Regulatory Framework: Offering relies on the Listed Issuer Financing Exemption (LIFE) under NI 45‑106 and Coordinated Blanket Order 45‑935. No hold period required.

Notable Quotes

(No direct quotes were provided in the release.)