Tribeca increases private placement to $6.5-million

Executive Summary

• Tribeca Resources upsized its non‑brokered private placement to a maximum of C$6.5 million (30,952,380 units at C$0.21 per unit).
• Each unit consists of one common share and half of a common‑share purchase warrant; warrants are exercisable at C$0.30 for the first 12 months and C$0.40 thereafter, with a 60‑day lock‑up and possible acceleration if TSX‑V price exceeds C$0.50 for ten consecutive days.
• Proceeds remain earmarked primarily for exploration at the Jiguata project (subject to minimum raise of $2 million and regulatory approvals) and general working capital; the company clarified conditions under which funds may be redirected.

Key Details

• Upsized Offering Size: Up to 30,952,380 units for aggregate gross proceeds of up to C$6.5 million (previously up to $5 million).
• Price per Unit: C$0.21.
• Minimum Subscription: C$2 million.
• Unit Composition: 1 common share + ½ common‑share purchase warrant.
• Warrant Terms:
• Exercise price C$0.30 if exercised within the first 12 months after closing; C$0.40 thereafter (up to 24 months).
• Not exercisable during the initial 60 days post‑closing.
• Company may accelerate expiry if TSX‑V VWAP ≥ C$0.50 for ten consecutive trading days.
• Regulatory Exemption: Issued under Part 5A of NI 45‑106 (listed issuer financing exemption) and Coordinated Blanket Order 45‑935. No hold period required.
• Use of Proceeds – Clarified:
• Exploration at Jiguata project only if (i) minimum offering amount is raised and (ii) necessary TSX‑V approvals obtained for the option to purchase 100 % of Jiguata.
• If conditions not met, proceeds earmarked for Jiguata may be reallocated per amended offering document.
• Finder’s Fees: Up to 6 % of gross proceeds payable in cash or shares, plus up to 6 % of issued shares as finder‑warrants, subject to securities law and TSX‑V policies.
• Closing Timeline: Offering may close in one or more tranches; expected final closing by 29 Oct 2025, subject to customary conditions including TSX‑V approval.
• Insider Participation: Anticipated participation by directors/management; treated as a related‑party transaction exempt from MI 61‑101 valuation and minority‑shareholder approval requirements (fair market value ≤ 25 % of market cap).
• Jiguata Project Update:
• LOI to purchase 100 % interest in the 10,000‑ha Jiguata project remains pending TSX‑V approval.
• Due‑diligence extensions moved definitive option deadline to 31 Oct 2025; no guarantee a definitive agreement will be executed.

Notable Quotes

No direct quotes were provided in the release.