Turmalina Announces Non-Brokered Private Placement
LEGAL_40609404.1
Tuesday, January 31st, 2023
Turmalina Announces Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Turmalina Metals Corp. (“Turmalina”, or the “Company”; TBX-TSXV, TBXXF-OTCQX, 3RI-FSE) is pleased
to announce a non-brokered private placement of up to 10,000,000 units of the Company ("Units") at
a price of $0.45 per Unit (the "Offering"), for aggregate gross proceeds of up to $4,500,000.
Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one-
half of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the
holder thereof to acquire one additional share (a "Warrant Share") at a price of $0. 60 per Warrant
Share for a period of 24 months from the closing date of the Offering.
In connection with the Offering, the Company may pay certain finders (each, a “ Finder”) a cash
commission equal to 7% of the aggregate gross proceeds raised from those purchasers introduced by
such Finder and/or issue such Finder such number of non-transferable Share purchase warrants equal
to 7% of the total number of Units sold to investors introduced by such Finder, which provide that
such Finder may acquire Shares of the Company (each a “ Finder’s Warrant Share ”) at $0.45 per
Finder’s Warrant Share for a period of 24 months from the date of issuance.
The Company intends to use the proceeds raised from the Offering for exploration activities on the
Company’s San Francisco and Chanape Projects, and general corporate purposes . The Offering may
close in tranches. The Offering is expected to close on or before March 17, 2023. The Offering is subject
to certain conditions including, but not limited to, receipt of all necessary approvals including the
approval of the TSX Venture Exchange.
The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of
National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering
will not be subject to a hold period in accordance with applicable Canadian securities laws. There will
be an offering document related to the Offering that will be available under the Company's profile at
www.sedar.com and at https://turmalinametals.com/. Prospective investors should read this offering
document before making an investment decision.
The securities issued pursuant to the Offering have not, nor will they be registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons in t he absence of U.S. registration or an applicable
exemption from the U.S. registration requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States
or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
On Behalf of the Company,
LEGAL_40609404.1
Dr. James Rogers, Chief Executive Officer and Director.
Website: turmalinametals.com
Address: #488 - 1090 West Georgia St, Vancouver, BC V6E 3V7.
For Investor Relations enquiries, please contact Bryan Slusarchuk at +1 833 923 3334 (toll free) or via
Statements
About Turmalina Metals: Turmalina Metals is a TSXV -listed exploration company focused on developing our
portfolio of high grade gold -copper-silver projects in South America. Our focus is on tourmaline breccias, a
deposit style overlooked by many explorers. Turmal ina Metals is led by a team responsible for multiple gold -
copper-silver discoveries who are highly experienced in this deposit style. Our projects are characterised by open
high-grade minerali zation on established mining licenses that present compelling dr ill targets. The flagship
project held by Turmalina is the San Francisco project in San Juan, Argentina. For further information on the San
Francisco Project, refer to the technical report entitled “NI43 -101 Technical Report San Francisco Copper Gold
Project, San Juan Province, Ar gentina” dated November 17, 2019 under the Corporation’s profile at
www.sedar.com.
Forward Looking Statement: This news release includes certain statements that may be deemed “forward-
looking statements”. All statements in this news release, other than statements of historical facts, that address
events or developments that the Company expects to occur, are forward-looking statements. Forward -looking
statements are statements that are not historical facts and are generally, but not always, identified by the words
“expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar
expressions, or that events or conditions “will”, “would”, “m ay”, “could” or “should” occur. Although the
Company believes the expectations expressed in such forward -looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results may differ materially
from those in the forward -looking statements. Factors that could cause the actual results to differ materially
from those in forward-looking statements include market prices, continued availability of capital and financing,
and general economic, market or business conditions. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments may differ materially from those
projected in the forward -looking statements. Forward -looking statements ar e based on the beliefs, estimates
and opinions of the Company’s management on the date the statements are made. Except as required by
applicable securities laws, the Company undertakes no obligation to update these forward -looking statements
in the event that management's beliefs, estimates or opinions, or other factors, should change .