Tribeca Resources Closes Upsized C$6.5 Million Non-Brokered Private Placement Offering

Executive Summary

• Tribeca Resources Corporation has closed a non-brokered private placement, issuing 30,903,183 units for gross proceeds of approximately $6.49 million.
• The offering was significantly oversubscribed, reflecting strong global interest and support from existing shareholders, with insiders subscribing for approximately $936,046.
• Net proceeds will primarily fund exploration and drilling at the La Higuera IOCG project and the new Jiguata Project, pending regulatory approvals for the latter.

Key Details

• Transaction Structure: Non-brokered private placement of Units.
• Units Issued: 30,903,183 Units.
• Price: $0.21 per Unit.
• Gross Proceeds: $6,489,668.43.
• Unit Composition: Each Unit consists of one common share and one-half of one common share purchase warrant (one whole warrant per two units).
• Warrant Terms:
  • Exercisable to acquire one additional share.
  • Exercise Price: $0.30 if exercised within the first 12 months; $0.40 if exercised within the subsequent 12-month period.
  • Total Exercise Period: 24 months from Closing Date.
  • Lock-up: Warrants not exercisable within the initial 60 days following Closing.
  • Acceleration Clause: Company may accelerate expiry if shares trade at a VWAP of $0.50 or more for 10 consecutive trading days on the TSXV.
• Finder’s Fees:
  • Cash paid: Approximately $248,694.
  • Finder’s Warrants issued: Up to 1,184,257 shares.
  • Finder’s Warrant Exercise Price: $0.21 per share.
  • Finder’s Warrant Term: 24 months.
  • Hold Period: Statutory four-month hold period applies to Finder’s Warrants and underlying shares.
• Use of Proceeds (Estimated Allocation):
  • La Higuera Project exploration: $1,868,000.
  • Jiguata Project exploration: $1,573,000 (contingent on TSXV/regulatory approval of Jiguata Purchase Option).
  • Results-dependent follow-up drilling (La Higuera/Jiguata): $1,331,000.
  • Business development: $181,000.
  • General and administrative: $894,000.
  • Unallocated working capital: $382,000.
  • Total Estimated Net Proceeds: $6,229,000.
• Related Party Transactions:
  • Insiders subscribed for approximately $936,046 worth of Units.
  • No change of control or new insiders created.
  • Relied on exemptions from formal valuation and minority approval requirements under MI 61-101.
• Project Specifics:
  • La Higuera Project: Flagship IOCG project in northern Chile (4,147 hectares).
  • Jiguata Project: New project; acquisition via option remains under TSXV review with no certainty of approval.
  • Gaby Acquisition: Company does not currently intend to use offering funds to complete the option to acquire the Gaby target (final payment of US$1,550,000 due Sept 15, 2026).

Notable Quotes

• Dr. Paul Gow, CEO: "The overwhelming and global interest, which led to a significant oversubscription of this Offering, is a strong validation of our growth strategy and the exceptional potential of our growing portfolio of Chilean copper exploration assets."
• Dr. Paul Gow, CEO: "Closing this financing with such momentum puts us in an excellent position to pursue aggressive exploration and drilling programs with the objective of delivering for all stakeholders."