Closes Private Placement Financing FOR Units
News Release
TSODILO RESOURCES LIMITED
CLOSES PRIVATE PLACEMENT FINANCING FOR UNITS
January 25, 2023 Trading Symbol: TSXV: TSD #012523
TORONTO, CANADA - Tsodilo Resources Limited (TSX Venture Exchange: TSD) ("Tsodilo" or the "Company")
(TSX- V: TSD) (OTCQB: TSDRF) (FSE: TZO) is pleased to announce the closing of the previously announced private
placement financing (the "Financing") f or gross proceeds to the Company of C$500,188.20 on January 25, 2023 ,
through the issuance of 2,500,941 units of securities of the Company (the "Units") at a subscription price of C$0.20
per Unit.
As previously announced, each Unit is comprised of one common share in the capital of the Company ("Common
Share") and one common share purchase warrant ("Warrant") of the Company . Each Warrant entitles the holder
thereof to purchase one Common Share for a period of 24 months from the date of issuance at an exercise price of
USD $0.20. The Common Shares (including the Common Shares underlying the Warrants) and the Warrants
comprising the Units are subject to a statutory four month and one day hold period, which expires on May 26, 2023.
Proceeds from the Private Placement will be used for the advancement of the Xaudum Iron Formation project in
Botswana and for general corporate purposes and working capital.
As previously disclosed, a director of the Company subscribed for 100,000 Units. As a result, the Private Placement
is a related party transaction (a s defined under Multilateral Instrument 61 -101 – Protection of Minority Security
Holders in Special Transactions (“MI 61 -101”). The Company is relying on exemptions from the formal valuation
and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal
valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value
of the Private Placement, insofar as it involves the director, is not more than the 25% of the Company’s market
capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6
of MI 61-101 in reliance on section 5.7(a) of MI 61-101 as the fair market value of the Private Placement, insofar as
it involves the director, is not more than 25% of the Company’s market capitalization.
About Tsodilo Resources Limited
Tsodilo Resources Limited is an international diamond and metals exploration company engaged in the search for
economic diamond and metal deposits at its Bosoto (Pty) Limited ("Bosoto") and Gcwihaba Resources (Pty) Limited
("Gcwihaba") projects in Botswana. The Company has a 100% stake in Bosoto which holds the BK16 kimberlite
project in the Orapa Kimberlite Field (OKF) in Botswana and a 100% stake in its Gcwihaba project area consisting of
five metal (base, precious, platinum group, and rare earth) prospecting licenses all located in the North -West district
of Botswana. Tsodilo manages the exploration of the Gcwihaba and Bosoto projects.
FOR FURTHER INFORMATION PLEASE CONTACT:
James M. Bruchs Chairman and Chief Executive Officer [email protected]
Head Office Telephone +1 416 800-4214 Facsimile +1 416 987-4369
Website www.TsodiloResources.com
This press release may contain forward-looking statements. All statements, other than statements of historical fact,
which address activities, events or developments that the Company believes, expects, or anticipates will or may occur
in the future (including, without limitation, statements pertaining to the use of proceeds, the impact of strategic
partnerships and statements that describe the Company’s future plans, objectives or goals) are forward-looking
statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on
information currently available to the Company. Forward-looking statements are subject to a number of risks and
uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-
looking statements, and even if such actual results are realized or substantially realized, there can be no assurance
that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results
or events to differ materially from current expectations include, among other things, changes in equity markets,
changes in general economic conditions, market volatility, political developments in Botswana and surrounding
countries, changes to regulations affecting the Company's activities, uncertainties relating to the availability and costs
of financing needed in the future, exploration and development risks, the uncertainties involved in interpreting
exploration results and the other risks involved in the mineral exploration business. Any forward-looking statement
speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new
information, future events or results or otherwise. Although the Company believes that the assumptions inherent in
the forward-looking statements are reasonable, forward-looking statements are not a guarantee of future performance
and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of
the Company to differ materially from those discussed in the forward-looking statements and, even if such actual
results are realized or substantially realized, there can be no assurance that they will have the expected consequences to,
or effects on, the Company. Factors that could cause actual results or events to differ materially from current
expectations include, among other things, uncertainties relating to availability and cost of funds, timing and content of
work programs, results of exploration activities, interpretation of drilling results and other geological data, risks
relating to variations in the diamond grade and kimberlite lithologies; variations in rates of recovery and breakage;
estimates of grade and quality of diamonds, variations in diamond valuations and future diamond prices; the state of
world diamond markets, reliability of mineral property titles, changes to regulations affecting the Company's
activities, delays in obtaining or failure to obtain required project approvals, operational and infrastructure risk
and other risks involved in the diamond exploration and development business. Any forward-looking statement
speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new
information, future events or results or otherwise. Although the Company believes that the assumptions inherent in
the forward-looking statements are reasonable, forward-looking statements are not a guarantee of future performance
and accordingly undue reliance should not be put on such statements due to their inherent uncertainty. Neither the TSX
Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this news release. This news release may contain
assumptions, estimates, and other forward-looking statements regarding future events. Such forward-looking
statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond the Company's
control, which may cause actual results or performance to differ materially from those currently anticipated in
such statements.