Tribeca Resources arranges $5-million private placement

Mr. Paul Gow reports TRIBECA RESOURCES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO C$5M Tribeca Resources Corp. intends to complete a non-brokered private placement of up to 23,809,523 units of the company at a price of 21 cents per unit for aggregate gross proceeds of up to $5-million. The offering is subject to a minimum aggregate subscription amount of $2-million. Each unit will comprise 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 (VWAP) 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 (LIFE) 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 offering document related to this offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision. The company intends to use 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, all as more particularly set forth in the offering document. 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) finder 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 is expected to occur on or about 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 announced in the Tribeca Resources news release of June 19, 2025, the company entered into a letter of intent to acquire 100 per cent of the Jiguata porphyry copper project, located in Chile. The deadline for entering into a definitive agreement for the acquisition has been extended to Oct. 31, 2025. 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 Carajas 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 the 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 NI 43-101 technical report lodged by Tribeca Resources on SEDAR+ on Oct. 24, 2022. We seek Safe Harbor.