Etruscus to raise $400K in final tranche of placement

Executive Summary

• Etruscus Resources Corp. is announcing a non-brokered private placement to raise up to $400,000, representing the second and final tranche of a previously announced $1.25-million financing.
• The first tranche of the financing closed on March 24, 2025, raising $817,250, leaving $400,000 to be raised in this final tranche.
• The proceeds will primarily fund the phase 1 drill program at the Zappa porphyry target on the company's Rock & Roll property in northwest B.C., with remaining non-flow-through proceeds allocated to general exploration and corporate purposes.

Key Details

• Financing Structure: Non-brokered private placement consisting of a combination of flow-through and non-flow-through units.
• Total Raise: Up to $400,000 in this tranche.
• Unit Pricing and Quantity:
  • Up to 4.0 million non-flow-through units at $0.10 per unit.
  • Up to 3.33 million flow-through units at $0.12 per unit.
  • Any combination thereof totaling up to $400,000.
• Previous Tranche Details (Closed March 24, 2025):
  • Issued 2,432,500 non-flow-through units for proceeds of $243,250.
  • Issued 4,783,333 flow-through units for proceeds of $574,000.
  • Total proceeds from first tranche: $817,250.
• Use of Proceeds:
  • Flow-through unit proceeds: Qualifying expenditures for the phase 1 drill program at the Zappa porphyry target (Rock & Roll property, Golden Triangle, northwest B.C.).
  • Non-flow-through unit proceeds: Exploration at Rock & Roll and general corporate purposes.
• Warrant Terms:
  • Flow-Through Units: Each unit includes one flow-through common share and one-half of one non-flow-through, non-transferable share purchase warrant. Each whole warrant is exercisable into one additional common share at $0.18 per share for a two-year period.
  • Non-Flow-Through Units: Each unit includes one common share and one-half of a non-transferable share purchase warrant. Each whole warrant is exercisable into one additional common share at $0.15 per share for a two-year period.
• Hold Period: All shares issued under the private placement are subject to a hold period of four months and one day from the date of issuance.
• Tax Status: Flow-through shares qualify under the Income Tax Act (Canada); expenses will be renounced to purchasers with an effective date no later than Dec. 31, 2025.
• Regulatory Status: Subject to Canadian Securities Exchange approval.