Trinity One Metals closes $750,000 private placement

Executive Summary

• Trinity One Metals Ltd. has closed a fully subscribed, non-brokered private placement, raising $750,000 in gross proceeds.
• The company issued 15 million units at $0.05 per unit, with each unit consisting of one common share and one transferable warrant.
• Proceeds are designated for assessing new growth opportunities, maintaining the existing exploration portfolio, and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement of 15,000,000 units.
• Price: $0.05 per unit.
• Gross Proceeds: $750,000.
• Unit Composition: Each unit comprises one common share and one transferable common share purchase warrant.
• Warrant Terms (Investors): Each warrant entitles the holder to purchase one common share at $0.075 per share.
• Warrant Expiry (Investors): October 17, 2028.
• Finders' Fees: $23,850 paid in cash.
• Finders' Warrants: 477,000 warrants issued to eligible arm's-length finders.
• Finders' Warrant Terms: Exercisable into one common share at $0.075 per share.
• Finders' Warrant Expiry: October 17, 2027.
• Use of Proceeds: Assessment of new growth opportunities, maintenance of existing exploration portfolio, and general working capital.
• Hold Period: All securities subject to a hold period expiring February 18, 2026.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.
• Related Party Transactions:
  • Two directors and one officer participated, contributing $142,500.
  • Relied on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (MI 61-101) as related party participation was less than 25% of market capitalization.
  • No material change report filed 21 days prior to closing.
• Early Warning Disclosures (Matthew Wood):
  • Acquired 550,000 units for $27,500.
  • Post-offering ownership: 2,956,370 shares and 2,441,538 warrants.
  • Ownership percentage: ~8.87% undiluted / ~15.10% partially diluted.
  • Holdings decreased by 4.27% (undiluted) since last report.
• Early Warning Disclosures (Thomas Wood):
  • Acquired 2,000,000 units for $100,000.
  • Post-offering ownership: 2,000,000 shares and 2,000,000 warrants.
  • Ownership percentage: ~6.00% undiluted / ~11.33% partially diluted.
  • Holdings increased by 6.00% (undiluted) since last report.
• Shareholder Approval Conditions: Warrants held by Matthew and Thomas Wood contain provisions preventing exercise that would result in ownership exceeding 19.99% without disinterested shareholder and TSX-V approval.