Tribeca Resources Announces Non-Brokered Private
NEWS RELEASE
TSXV TRBC OTCQB TRRCF 1 DELIVERING THE NEXT GENERATION
OF COPPER MINES IN CHILE
7 OCTOBER, 2025 | VANCOUVER, BC
Tribeca Resources Announces Non-Brokered Private
Placement of up to C$5M
Tribeca Resources Corporation (TSXV: TRBC ) (OTCQB: TRRCF) (“Tribeca Resources ” or the
“Company”) is pleased to announce that it intends to complete a non-brokered private placement
of up to 23,809,523 units of the Company (“Units”) at a price of $0.21 per Unit, for aggregate gross
proceeds of up to $ 5,000,000 (the “Offering”). The Offering is subject to a minimum aggregate
subscription amount of $2,000,000.
Each Unit will be comprised of 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 will be
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 (as defined below ) 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) t he 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 C$0.50 or more per Share for a ten (10) consecutive
trading day period.
Subject to compliance with applicable regulatory requirements, the Offering is being completed
pursuant to the listed issuer financing exemption (“LIFE”) under Part 5A of National Instrument 45-
106 – Prospectus Exemptions and in reliance on the Coordinated Blanket Order 45 -935 –
Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Securities issued
under the Offering will not be subject to a hold period in accordance with applicable Canadian
securities laws. There is an 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. Prospective investors should read this Offering Document
before making an investment decision.
The Company intends to use the gross proceeds of the Offering for exploration activities at the
Company’s La Higuera project (the “ La Higuera Project”) and the Jiguata Project ( as defined
below), and for general working capital purposes, all as more particularly set forth in the Offering
Document.
In connection with the Offering, the Company may, at its sole discretion, pay finder's fees consisting
of: (i) Shares or cash in an amount equal to up to 6% of the gross proceeds raised in respect of the
Offering from subscribers introduced by such finders to the Company; and (ii) finder’s warrants in
an amount equal to up to 6% of the number of Shares issued pursuant to this Offering from
subscribers introduced by such finders to the Company in accordance with applicable securities
laws and the policies of the TSXV.
The closing of the Offering is expected to occur on or about October 29, 2025 (the “Closing Date”).
The closing of the Offering is subject to certain closing conditions, including the approval of the
TSXV.
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It is anticipated that certain directors and management of the Company (“Insiders”) will participate
in the Offering. The participation of any insiders may 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"). Such insider participation will be exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a),
5.5(b) and 5.7(1)(a) of MI 61 -101, as the Company is not listed on any of the specified exchanges
or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the Securities to
be distributed to the insiders will not exceed 25% of the Company's market capitalization.
Jiguata Project Definitive Agreement and Due Diligence Period
As announced in the Tribeca Resources news release of June 19, 2025, the Company entered into
a letter of intent (“LOI”) to acquire 100% of the Jiguata porphyry copper project (the “ Jiguata
Project”) located in Chile. The deadline for entering into a definitive agreement for the acquisition
has been extended to October 31, 2025.
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 Phi lippines, 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 project s. 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 lodg ed by Tribeca Resources on SEDAR + on
October 24, 2022.
On behalf of Tribeca Resources Corporation
Paul Gow Thomas Schmidt
CEO and Director President and Director
[email protected] [email protected]
+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 referred to herein have not been and
will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or with
any securities regulatory authority of any state or other jurisdiction in the United States, and may
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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 terms and completion of the Offering, the ability to raise the minimum and maximum
amounts of the Offering, the payment of finder’s fees and issuance of finder’s securities, the
anticipated Closing Date 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 sta te 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 the date hereof , 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 pre ss 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 inform ation 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.