Tribeca increases private placement to $6.5-million

Mr. Paul Gow reports TRIBECA RESOURCES UPSIZES PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENT TO C$6.5 MILLION AND PROVIDES CLARIFICATION REGARDING PRIOR ANNOUNCEMENT Due to strong investor demand, Tribeca Resources Corp. has upsized its previously announced non-brokered private placement from up to 23,809,523 units of the company for aggregate gross proceeds of up to $5-million to up to 30,952,380 units for aggregate gross proceeds of up to $6.5-million at a price of 21 cents per unit. The offering remains subject to a minimum aggregate subscription amount of $2-million. Each unit will be composed of one common share of the company and one-half of one common share purchase warrant. Each warrant will be exercisable by the holder thereof to acquire one additional share at an exercise price of 30 cents if exercised within the first 12 months following the closing date (as defined below) and 40 cents if exercised within the subsequent 12-month period, for a total exercise period of 24 months from the closing date, provided that: (i) the warrants shall not be exercisable within the initial 60-day period following the closing date; and (ii) the company will have the right to accelerate the expiry of the warrants in the event the shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the shares may trade at the applicable time) at a volume-weighted average trading price of 50 cents or more per share for a 10-consecutive-trading-day period. Subject to compliance with applicable regulatory requirements, the offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) and in reliance on the Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The securities issued under the offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an amended and restated offering document related to this offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this amended offering document before making an investment decision. The company previously announced that it intended to use some of the gross proceeds of the offering for exploration activities at the company's La Higuera project and the Jiguata project (as defined below), and for general working capital purposes. The company wishes to clarify that the gross proceeds of the offering will only be used for exploration activities at the Jiguata project if it: (i) raises more than the minimum offering amount; and (ii) obtains the necessary regulatory approvals, including approval of the TSX Venture Exchange, to enter into the option to purchase 100 per cent of the Jiguata project. In the event that the company does not obtain all necessary regulatory approvals or approval from the TSX-V, the company will use certain proceeds currently contemplated for the Jiguata project for other purposes as further set out in the amended offering document. There is no certainty that the company will raise the minimum offering amount or that it will obtain the necessary regulatory approvals, including approval of the TSX-V, to enter into the option to purchase 100 per cent of the Jiguata project. In connection with the offering, the company may, at its sole discretion, pay finders' fees consisting of: (i) shares or cash in an amount equal to up to 6 per cent of the gross proceeds raised in respect of the offering from subscribers introduced by such finders to the company; and (ii) finders' warrants in an amount equal to up to 6 per cent of the number of shares issued pursuant to this offering from subscribers introduced by such finders to the company in accordance with applicable securities laws and the policies of the TSX-V. The closing of the offering may be completed in one or more tranches, and is expected to close by Oct. 29, 2025. The closing of the offering is subject to certain closing conditions, including the approval of the TSX-V. It is anticipated that certain directors and management of the company (insiders) will participate in the offering. The participation of any insiders may be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 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 or markets outlined in Subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed to the insiders will not exceed 25 per cent of the company's market capitalization. Jiguata project definitive agreement and due diligence period As previously announced in the Tribeca Resources news releases dated June 19, 2025, and Oct. 7, 2025, the company signed a letter of intent to enter into an option to purchase a 100-per-cent interest in the Jiguata project, a 10,000-hectare exploration property located 120 kilometres north of the Collahuasi copper-molybdenum mine in northern Chile. The LOI was amended on Aug. 5, 2025, and Sept. 30, 2025, to extend the company's due diligence period and the deadline to execute a definitive purchase option agreement by 15 days and 30 days, respectively, resulting in a new deadline of Oct. 31, 2025, for the company to execute a definitive purchase option agreement. The company is continuing to work toward finalizing a definitive purchase option agreement in respect of the Jiguata project, which it expects to complete on or before Oct. 31, 2025; however, there is no guarantee that the company will enter into a definitive purchase option agreement on the terms currently contemplated by the company, or at all. The company's entry into the option to purchase a 100-per-cent interest in the Jiguata project has not been approved by the TSX-V as of the date hereof. About Tribeca Resources Corp. Tribeca Resources is a copper exploration company focused on discovering and developing copper assets in northern Chile. The company's management team, whose members are significant shareholders of the company, has world-leading copper expertise including a discovery history with iron oxide copper-gold deposits in the world's great IOCG belts of the Caraj district in Brazil and the Gawler and Cloncurry provinces of Australia, and porphyry-copper project and business development experience in Papua New Guinea, the Philippines, Peru, Argentina and Chile. Tribeca Resources' objective is to provide the mineral resources for the next generation of copper mines in Chile. It is focused on building a portfolio of projects, with emphasis on mid- to advanced-stage copper exploration and resource development projects. To this end, mineral targets are regularly assessed in pursuit of acquisition, strategic exploration and significant discovery. Tribeca Resources' flagship property is La Higuera project that comprises 4,147 hectares of granted mining and exploration licences, and is located toward the southern end of the Chilean coastal IOCG belt in the Coquimbo region of northern Chile. Further information about the project can be found in the National Instrument 43-101 technical report lodged by Tribeca Resources on SEDAR+ on Oct. 24, 2022. We seek Safe Harbor.