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Tribeca Resources Closes Upsized C$6.5 Million Non-Brokered Private Placement Offering
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NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES
23 OCTOBER, 2025 | VANCOUVER, BC – TheNewswire – Tribeca Resources Corporation (TSXV: TRBC) (OTCQB: TRRCF) (“Tribeca Resources” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement offering of units of the Company (“Units”), pursuant to which the Company issued 30,903,183 Units at a price of $0.21 per Unit for aggregate gross proceeds of $6,489,668.43 (the “Offering”).
Tribeca Resources CEO, Dr. Paul Gow commented:
"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. As well as strong support from our current shareholder base, we are extremely pleased to welcome a diverse, international group of new shareholders who share our vision for the Company.
“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.”
Each Unit comprises one common share of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable by the holder thereof to acquire one additional Share (each, a “Warrant Share”, and together with the Units, Shares and Warrants, the “Securities") at an exercise price of $0.30 if exercised within the first 12 months following the Closing Date and $0.40 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 (the “TSXV”) (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 $0.50 or more per Share for a ten (10) consecutive trading day period.
The Units issued under the Offering were offered to purchasers pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106 – Prospectus Exemptions and in reliance on Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption and therefore the Securities issued under the Offering are not subject to a hold period pursuant to applicable Canadian securities laws. There is an amended and restated offering document (the “Offering Document”) related to this Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.tribecaresources.com.
The proceeds from the Offering will be primarily used to advance the Company’s La Higuera IOCG project (the “La Higuera Project”), with additional funds allocated to the planned initial exploration and drilling activities at the exciting new Jiguata Project. The Jiguata Purchase Option (as defined below) remains under review by the TSXV and there is no certainty that the Company will obtain the necessary regulatory approvals, including approval of the TSXV, in respect of the Jiguata Purchase Option.
Tribeca Resources intends to use the net proceeds from the Offering as follows:
(1) The Company does not currently intend to use the available funds to complete its option to acquire the Gaby target, as more fully described in the Offering Document (the “Gaby Acquisition”). Any decision to pursue the Gaby Acquisition is at the Company’s sole discretion and will require the Company to make a final one-time payment of US$1,550,000.00 on September 15, 2026 (the “Gaby Option Payment Date”) subject to (i) any further negotiation between the Company and the vendor party participating in the Gaby Acquisition (the “Vendor”) for the purpose of extending the Gaby Option Payment Date; and (ii) the Company obtaining additional financing (in addition to the Offering) to complete the Gaby Acquisition. The Vendor is not an insider, associate or affiliate of the Company.
(2) The Company only intends to use the part of the available funds as detailed above for exploration activities at the Jiguata Project if it obtains the necessary regulatory approvals, including approval of the TSXV, to enter into the option to purchase 100% of the Jiguata Project (the “Jiguata Purchase Option”), as more particularly set forth in the Offering Document. In the event that the Company does not obtain all necessary regulatory approvals or approval from the TSXV, the Company will use certain proceeds currently contemplated for the Jiguata Project for other purposes as set out herein and in the Offering Document. The Jiguata Purchase Option remains under review by the TSXV and there is no certainty that the Company will obtain the necessary regulatory approvals, including approval of the TSXV, in respect of the Jiguata Purchase Option. The Company confirms that it has obtained and retained all required consents from purchasers in the Offering in respect of the Jiguata Purchase Option.
In connection with the Offering, the Company paid an aggregate of approximately $248,694 and issued finder’s warrants to acquire up to an aggregate of 1,184,257 Shares (the “Finder’s Warrants”) as finder's fees to certain eligible finders in consideration for introducing certain purchasers to the Company. Each Finder’s Warrant entitles the holder to acquire one Share at a price of $0.21 per Share for a period of twenty-four months. The Finder’s Warrants, and Shares issuable upon exercise of the Finder’s Warrants, are subject to a statutory four-month hold period pursuant to applicable Canadian securities laws.
The Offering remains subject to the final approval of the TSXV.
Related Party Disclosure
Certain insiders of the Company subscribed for approximately $936,046 worth of Units in the Offering. This participation by insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”). The Company has relied on applicable exemptions from the formal valuation and minority approval requirements in Sections 5.5(a), 5.5(b) and 5.7(1)(a), respectively, of MI 61-101. No new insiders were created, nor has there been any change of control, as a result of the Offering. The Company did not file a material change report with respect to the insiders’ participation more than 21 days before the expected closing of the Offering, as the details and amounts of the insider participation were not finalized until closer to the closing and the Company wished to close the Offering as soon as practicable for sound business reasons.
Wildeboer Dellelce LLP acted as legal counsel to Tribeca in connection with the Offering.
About Tribeca Resources
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 Carajás 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 towards 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 October 24, 2022.
On behalf of Tribeca Resources Corporation
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Paul Gow |
Thomas Schmidt |
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CEO and Director |
President and Director |
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admin@tribecaresources.com |
admin@tribecaresources.com |
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+1 604 685 9316 |
+1 604 685 9316 |
Cautionary Note
Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities issued pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act (“Regulation S”), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.
Forward Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information contained in this press release may include, but are not limited to, the approval of the Offering by the TSXV, the ability of the Company to obtain the necessary regulatory approvals, including TSXV approval, to enter into the Jiguata Purchase Option, and the planned use of proceeds for the Offering.
Such statements and information reflect the current view of the Company. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the ability to obtain regulatory approval for the Offering, the ability to obtain the necessary regulatory approvals, including TSXV approval, to enter into the Jiguata Purchase Option, the state of equity markets in Canada and other jurisdictions, market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. Additional risks and uncertainties regarding the Company are described in its publicly-available disclosure documents, filed by the Company on SEDAR+ at www.sedarplus.com.
There are several important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: reliance on key management; changes in the credit or security markets; results of operation activities; unanticipated costs and expenses; fluctuations in commodity prices; and general market and industry conditions. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Cautionary Statement Regarding Forward-Looking Information” in the Company’s Offering Document dated as of October 15, 2025, which is available for view on SEDAR+ at www.sedarplus.com.
The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.