Trinity One Metals Closes Fully Subscribed Private Placement
Trinity One Metals Closes Fully Subscribed
Private Placement
Vancouver, British Columbia--(Newsfile Corp. - October 17, 2025) - Trinity One Metals Ltd. (TSXV:
TOM) ("
Trinity One
" or the "
Company
") is pleased to announce that it has closed its previously
announced non-brokered private placement offering by issuing 15,000,000 units (the "
Units
") at a price
of $0.05 per Unit, for aggregate gross proceeds of $750,000 (the "
Offering
").
Each Unit is comprised of one common share of the Company and one transferable common share
purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at
a price of $0.075 per share until October 17, 2028.
In connection with the Offering, the Company paid finder's fees of $23,850 and issued 477,000 finder's
warrants to eligible arm's length finders. The finder's warrants are exercisable into one common share of
the Company at a price of $0.075 per share until October 17, 2027.
The Company intends to use the net proceeds of the Offering for the assessment of new growth
opportunities, maintenance of the Company's existing exploration portfolio and for general working
capital.
All securities issued and sold under the Offering will be subject to a hold period expiring February 18,
2026 in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The
Offering is subject to final approval of the TSX Venture Exchange.
Two directors and an officer of the Company participated in the Offering for aggregate proceeds of
$142,500 and are considered to be "related parties" of the Company. Each subscription by a "related
party" of the Company is considered to be a "related party transaction" for purposes of Multilateral
Instrument 61-101 ("
MI 61-101
"). The Company is relying on the exemptions from the formal valuation
requirements contained in section 5.5(a) of MI 61-101 and the minority shareholder approval
requirements contained in section 5.7(1)(a) of MI 61-101 as the fair market value of the related parties'
participation is not more than 25% of the Company's market capitalization. The Company did not file a
material change report in respect of the related party transactions at least 21 days before the closing of
the Offering, which the Company deems reasonable in the circumstances in order to close the Offering in
an expeditious manner.
Early Warning Disclosure
Pursuant to the Offering, on October 17, 2025, Matthew Wood, a director of the Company, through
Bobbin Head Nominees Pty Ltd (ATF) Freya Charters Super Fund, acquired 550,000 Units at a price of
$0.05 per Unit for total consideration of $27,500. Immediately prior to the Offering, Mr. Wood owned
and/or had control over an aggregate of 2,406,370 common shares and 1,891,538 warrants of the
Company, representing approximately 13.14% of the Company's shares on an undiluted basis, or
approximately 21.27% of the Company's shares on a partially diluted basis. Following completion of the
Offering, Mr. Wood owns or has control or direction over, directly or indirectly, 2,956,370 shares of the
Company and 2,441,538 warrants, representing approximately 8.87% of the Company's shares on an
undiluted basis, or approximately 15.10% of the Company's shares on a partially-diluted basis. The
Warrants contain a provision that Mr. Wood is not able to exercise such number of the Warrants as
would result in Mr. Wood holding more than 19.99% of the issued and outstanding shares of the
Company, without first obtaining disinterested shareholder approval and TSXV approval, as required by
the policies of the TSXV. Since the date of Mr. Wood's last early warning report dated April 9, 2025, Mr.
Wood's holdings have decreased 4.27% on an undiluted basis, or 7.13% on a partially diluted basis.
Pursuant to the Offering, on October 17, 2025, Thomas Wood, an officer and a director of the Company,
acquired 2,000,000 Units at a price of $0.05 per Unit for total consideration of $100,000. Immediately
prior to the Offering, Mr. Wood owned and/or had control over nil common shares of the Company,
representing 0% of the Company's shares on an undiluted basis, or on a partially diluted basis.
Following completion of the Offering, Mr. Wood owns or has control or direction over, directly or
indirectly, 2,000,000 shares of the Company and 2,000,000 Warrants, representing approximately
6.00% of the Company's shares on an undiluted basis, or approximately 11.33% of the Company's
shares on a partially-diluted basis. The Warrants contain a provision that Mr. Wood is not able to
exercise such number of the Warrants as would result in Mr. Wood holding more than 19.99% of the
issued and outstanding shares of the Company, without first obtaining disinterested shareholder
approval and TSXV approval, as required by the policies of the TSXV. As a result of the Offering, Mr.
Wood's holdings have increased 6.00%, on an undiluted basis, or 11.33%, on a partially diluted basis.
Messrs. Wood acquired the securities of the Company for investment purposes, and may, depending on
market and other conditions, increase or decrease their beneficial ownership of the Company's
securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a
number of factors, including general market conditions and other available investment and business
opportunities. The disclosure respecting Messrs. Wood's security holdings contained in this press
release is made pursuant to Multilateral Instrument 62-104
Take-Over Bids and Issuer Bids
and reports
respecting the above acquisitions will be filed with the applicable securities commissions using the
System of Electronic Document Analysis and Retrieval (SEDAR+) website at
www.sedarplus.com
.
On behalf of the Board,
Thomas Wood
CEO
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
news release.
Certain information contained herein constitutes "forward-looking information" under Canadian
securities legislation. Forward-looking information includes, but is not limited to the intended use of
proceeds. Generally, forward-looking information can be identified by the use of forward-looking
terminology such as "will", "plans", or variations of such words and phrases or statements that certain
actions, events or results "will" occur. Forward-looking statements are based on the opinions and
estimates of management as of the date such statements are made and they are from those
expressed or implied by such forward-looking statements or forward-looking information subject to
known and unknown risks, uncertainties and other factors that may cause the actual results to be
materially different, including receipt of all necessary regulatory approvals. Although management of
the Company have attempted to identify important 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 will not
update any forward-looking statements or forward-looking information that are incorporated by
reference herein, except as required by applicable securities laws.
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 "1933 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 1933 Act) unless
registered under the 1933 Act and applicable state securities laws, or an exemption from such
registration is available.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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