Tesoro Minerals Announces the Close of Oversubscribed Private Placement
1005, 409 Granville Street Vancouver, BC, V6C 1A5
www.tesorominerals.com
For Immediate Release February 4, 2026
Tesoro Minerals Announces the Close of Oversubscribed Private Placement
“Not for distribution to United States newswire services or for dissemination in the United States.”
Vancouver, BC – February 4, 2026 – Tesoro Minerals Corp. (“ Tesoro” or the “ Company”) is pleased to
announce that its previously disclosed non -brokered private placement (the “ Offering”), originally
announced on December 22, 2025, has been oversubscribed. In response to the demand, the Company
increased the size of the Offering, which closed today consisting of the sale of an aggregate of 7,112,500
common shares (each a “Shares”) at a price of $0.08 per Share, for aggregate gross proceeds of $569,000,
all amounts in Canadian dollars.
In connection with the Offering, the Company paid a finder’s fee of 6% in cash in the amount of $33,840,
to Haywood Securities Inc. in respect of subscribers introduced to the Company.
Use of Proceeds
The net proceeds from the Offering are expected to be used for the following purposes:
• Advancement of the Rumichacha and Cerro Macho properties in Peru, including initial fieldwork,
data compilation, geological mapping and sampling, and induced polarization (IP) ground
geophysical surveys
• Community and social engagement initiatives
• General working capital and corporate purposes
All securities issued pursuant to the Offering are subject to a four-month and one-day hold period, expiring
on June 5, 2026, in accordance with applicable securities laws and the policies of the TSX Venture
Exchange.
Related Party Transaction
Notably, one insider of the Company participated in the Offering, acquiring 62,500 Shares, underscoring
management’s confidence in Tesoro’s strategy and asset portfolio. Participation by insiders in the Offering
constitutes a “related party transaction” within the meaning of Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering is exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections
1005, 409 Granville Street Vancouver, BC, V6C 1A5
www.tesorominerals.com
5.5(b) and 5.7(1)(b) thereof, as the Company is not listed on a specified market and neither the value of
the securities issued to, nor the consideration paid by, insiders exceeded $2,500,000.
About Tesoro Minerals Corp.
Tesoro Minerals Corp. (TSX V: TES) is a junior exploration company focused on the discovery and
advancement of high-quality precious and base metal projects in Peru. The Company leverages strong in-
country expertise and a disciplined, value-accretive approach to project acquisition and exploration.
Further information contact:
Scott McLean
President and CEO
Tesoro Minerals Corp.
Tel: (705) 669-1777
https://tesorominerals.com/
Cautionary Statements regarding Forward-Looking Information
Except for statements of historical fact contained herein, the information in this news release constitutes
“forward-looking information” within the meaning of Canadian securities law. Such forward -looking
information may be identified by words such as “pl ans”, “proposes”, “estimates”, “intends”, “expects”,
“believes”, “may”, “will” and include without limitation, statements regarding estimated capital and
operating costs, expected production timeline, benefits of updated development plans, foreign exchange
assumptions and regulatory approvals. There can be no assurance that such statements will prove to be
accurate; actual results and future events could differ materially from such statements. Factors that could
cause actual results to differ materially include, among others, metal prices, competition, risks inherent in
the mining industry, and regulatory risks. Most of these factors are outside the control of the Company.
Investors are cautioned not to put undue reliance on forward -looking information. Except as otherwise
required by
applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to
update publicly forward -looking information, whether as a result of new information, future events or
otherwise.
Not for distribution to United States newswire services or for dissemination in the United States of America
1005, 409 Granville Street Vancouver, BC, V6C 1A5
www.tesorominerals.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States of America. The securities have not been and will not be registered under the United
States Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered
under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration
is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.