Talent Infinity Announces LIFE Offering, Earn-In Agreement and New Director
TALENT INFINITY RESOURCE DEVELOPMENTS INC. ANNOUNCES LIFE OFFERING,
EARN-IN AGREEMENT AND NEW DIRECTOR
Vancouver, BC – February 3, 2026 – Talent Infinity Resource Developments Inc. (CSE: TICO)
(the "Company" or "TICO") is pleased to announce a non -brokered private placement , the
execution of an earn-in agreement and the appointment of a new director.
LIFE Offering
TICO intends to complete a private placement offering of up to 14,489,274 units of the Company
(each, a "Unit") at a price of $0.10 per Unit for gross proceeds of up to $1,448,927.40 (the "LIFE
Offering").
Each Unit will consist of (i) one common share of the Company and (ii) one common share
purchase warrant (a "Warrant"). Each whole Warrant will be exercisable for a period of 24 months
from the Closing Date (defined below) and will entitle the holder thereof to purchase one additional
common share of the Company (a " Warrant Share") at an exercise price of $ 0.15 per Warrant
Share, provided that the Warrants may not be exercised for a period of 60 days from the Closing
Date (as defined herein).
The Company intends to use the net proceeds raised from the LIFE Offering for general corporate
and working capital purposes.
Subject to the rules and policies of the Canadian Securities Exchange (the "CSE"), the securities
issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold
period under applicable Canadian securities laws.
There is an offering document related to the LIFE Offering that can be accessed under the
Company's profile at www.sedarplus.ca. Prospective investors should read this offering document
before making an investment decision.
It is expected that closing of the LIFE Offering will take place on or before March 20, 2026, as
may be determined by the Company (the "Closing Date"). Closing of the LIFE Offering is subject
to certain conditions including, but not limited to, receipt of all necessary approvals, including the
approval of the CSE.
The Units sold pursuant to the LIFE Offering will be offered in Canada, other than in Quebec,
pursuant to the listed issuer financing exemption from the prospectus requirement available under
Part 5A of National Instrument 45 -106 - Prospectus Exemptions as modified by Coordinated
Blanket Or der 45 -935 Exemptions from Certain Conditions of the Listed Issuer Financing
Exemption, in the United States pursuant to available exemptions from the registration
requirements of the United States Securities Act of 1933, as amended, and in certain other
jurisdictions outside of Canada and the United States provided that no prospectus filing or
comparable obligation arises in such other jurisdiction. The Finder Warrants (as defined below)
will be subject to a four month and one day hold period.
The Company may pay a finder's fee in respect of those purchasers under the Offering introduced
to the Company by certain persons (each, a " Finder"). Each Finder will be entitled to receive a
cash payment equal to 6% of the gross proceeds received by the Company and finder warrants
(each a "Finder Warrant") entitling the Finder to purchase that number of common shares of the
Company equal to 6% of the Units sold to purchasers under the Offering who were introduced to
the Company by such Finder for $0.15 per Finder Warrant, for a period of 24 months from the
Closing Date.
MI 61-101 Compliance
It is anticipated that insiders of the Company may participate in the LIFE Offering, and any Units
issued to insiders may be subject to a four month hold period pursua nt to applicable policies of
the CSE. The issuance of Units to any insiders will be considered a "related party transaction"
within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (" MI 61-101"). In respect of any such insider participation, the Company
expects to rely on exemptions from the formal valuation requirements of MI 61 -101 pursuant to
section 5.5(a) and the minority shareholder approval requirements of MI 61 -101 pursuant to
section 5. 7(1)(a), as the fair market value of the transaction, insofar as it involves interested
parties, does not exceed 25% of the Company's market capitalization.
Earn-In Option Agreement
The Company has entered into an earn-in option agreement (the "Option Agreement") with two
individuals (the "Optionors") dated as of February 3, 2026 (the "Signing Date"), with an effective
date of June 4, 2025 (the "Effective Date") pursuant to which the Company will acquire a 100%
interest in certain mining claims, forming part of various mining claims (collectively, the
"Property") located in New Brunswick and British Columbia , which are collectively, currently
owned by the Optionors.
New Brunswick Claim Package
The New Brunswick Claim Package consists of 18 mineral tenures totaling 2,969.35 hectares in
four different areas of New Brunswick:
1) The Hatsfield Project has 3 mineral claims adjacent to the Albright Metals Pike Gold
Deposit, and Antimony Resources Corp.'s Bald Hill Antimony Deposit.
2) The Fredericksburg Project has 11 mineral tenures adjacent to sites owned by SQM
Canada Inc., NSJ Gold Corp, and Albright Metals Limited.
3) Lake George South Project has 2 mineral claims, south from the Lake George
Antimony Mine.
4) Murray Brook Project has 2 mineral claims, in close proximity to Puma Exploration
Company where continued advanced exploration is occurring in the area.
British Columbia Claim Package
The British Columbia Claim Package consists of 4 mineral tenures in British Columbia.
1.0 The Buster Property has 3 mineral tenures. Located northwest Of Lillooet, British Columbia.
2 mineral tenures have been approved by the Government totalling 547 Hectares and 1
mineral tenure is Under Application at 628 Hectares. Buster is an Antimony and Gold Project.
2.0 The Silver Giant Property has 1 mineral tenure at 142.57 Hectares Size. located west of
Invermere, British Columbia.
Experts
The technical content of this news release has been reviewed and approved by Kristian
Whitehead, a Qualified Person under National Instrument 43 -101 - Standards of Disclosure for
Mineral Projects.
Transaction Terms
Pursuant to the Option Agreement, the Company will:
(a) pay an aggregate of $130,000 in cash to the Optionors as follows:
(i) $35,000, on or before the date which is forty-five (45) Business Days after
the Signing Date;
(ii) an additional $45,000, on or before the date which is one (1) year after the
Effective Date; and
(iii) an additional $50,000, on or before the date which is two (2) years after the
Effective Date;
(b) issue to the Optionors an aggregate of $400,000 worth of Common Shares as
follows:
(i) $100,000 worth of Common Shares on or before the date which is forty -
five (45) Business Days after the Signing Date (the " First Tranche
Shares");
(ii) $100,000 worth of Common Shares on or before the date which is one (1)
year after the Effective Date (the "Second Tranche Shares");
(iii) $100,000 worth of Common Shares on or before the date which is two (2)
years after the Effective Date (the "Third Tranche Shares"); and
(iv) $100,000 worth of Common Shares on or before the date that is three (3)
years after the Effective Date (the " Fourth Tranche Shares " and
collectively with the First Tranche Shares, the Second Tranche Shares and
the Third Tranche Shares, the "Payment Shares");
(c) TICO must fund Expenditures (as defined in the Option Agreement) of at least an
aggregate of $1,000,000 as follows:
(i) in the aggregate amount of at least $150,000 on or before the date which
is one (1) year after the Effective Date;
(ii) in the aggregate amount of at least $400,000 on or before the date which
is two (2) years after the Effective Date; and
(iii) in the aggregate amount of at least $1,000,000 on or before the date which
is three (3) years after the Effective Date.
The value of the Payment Shares will be determined by taking the volume-weighted average
closing price of such Payment Shares for the five trading days preceding such issuance.
Once the above conditions are met, the Company will acquire an 100% interest in the Property.
The Option Agreement remains subject to the approval of the CSE. All common shares of the
Company issued under the Option Agreement will be subject to a four month and one day hold
period under applicable securities laws and certain lock -up conditions in accordance with
Canadian securities laws.
New Chief Executive Officer, President and Director
The Company is also please d to announce that John Er en has been appointed as the Chief
Executive Officer, President, and a director of the Company, effective February 4, 2026. Mr. Eren
is replacing Derrick Gaon as the Chief Executive Officer who is stepping down concurrently with
John's appointment.
Mr. Eren is a mining executive with over 20 years of experience in corporate development, capital
markets, and investor relations, focused on the growth of publicl y listed exploration and
development-stage companies. He has been actively involved in financings, asset acquisitions,
corporate restructurings, and mergers and acquisitions across multiple jurisdictions and
commodity cycles.
Mr. Eren has held senior corpo rate development roles at several junior and mid -tier mining
companies, including First Nordic Metals Corp. ( now Goldsky Resources Corp. ), Crystal
Exploration Inc. (now Thesis Gold Inc.), Auryn Resources Corporation (now Fury Gold Mines
Limited), Keegan Resources Inc. / Asanko Gold Inc. (now Galiano Gold Inc.), Cayden Resources
Inc. (acquired by Agnico Eagle Mines Limited), and Stratton Resources Inc. (now Torq Resource
Inc.).
John Eren holds an Honours Bachelor of Arts (HBA) degree in Economics from Laurentian
University and has served as Chief Executive Officer and director of Orex Minerals Inc. ("Orex")
since September 2024, leading Orex's corporate strategy and capital markets initiatives. Mr. Eren
also serves as a director of Aventis Energy Inc.
Derrick Gaon will remain as a director of the company and looks forward to continuing to
contribute to the development of the company.
On Behalf of the Board of Directors of Talent Infinity Resource Developments Inc.
Derrick Gaon
Director
(416) 904-1478
About TICO
Talent Infinity Resource Developments Inc. is a mineral exploration company focused on the
acquisition, exploration and development of critical mineral properties. The Company is based in
Vancouver, B.C. and holds an option over the Wildcat Property located in British Columbia.
Disclaimers
This news release includes certain statements and information that may constitute "forward-
looking information " within the meaning of applicable Canadian securities laws. Generally,
forward-looking statements and informa tion can be identified by the use of forward -looking
terminology such as "intends" or "anticipates", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should", "would" or "occur". All
statements in this news release, other than statements of historical facts, including statements
regarding future estimates, plans, objectives, timing, assumptions or expectations of future
performance are forward-looking statements and contain forward-looking information, including,
but not limited to: the size and timeline for closing of the LIFE Offering, if at all, the use of proceeds
from the LIFE Offering, the anticipated approval of the Option Agreement by the CSE , the
prospects and minerals expected to be foun d at the Property, and the impact that the LIFE
Offering, the appointment of John Eren as a director and officer of the Company and the Option
Agreement will have on the results of the Company.
Forward-looking statements are based on certain material assumptions and analysis made by the
Company and the opinions and estimates of management as of the date of this news release .
These forward-looking statements are subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or implied by such forward -looking
statements or forward-looking information.
Although management of the Company has attempted to identify i mportant factors that could
cause actual results to differ materially from those contained in forward -looking statements or
forward-looking information, there may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such statements will prove to be accurate,
as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking statements
and forward-looking information. The company disclaims any intention or obligation to revise or
update such statements. For a description of the risks and uncertainties facing the Company and
its business and affairs, readers should refer to the Company's mana gement's discussion and
analysis and other disclosure filings with Canadian securities regulators which is posted on
www.sedarplus.ca. This news release does not constitute an offer to sell or solicitation of an offer
to buy any of the securities described stated herein and accordingly undue reliance should not be
put on such. No regulatory authority accepts responsibility for the adequacy or accuracy of this
release. The Company does not undertake to update this news release unless required by
applicable law.
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