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TSD.V ·

Closes Private Placement Financing FOR Units

Financings

News Release

TSODILO RESOURCES LIMITED

CLOSES PRIVATE PLACEMENT FINANCING FOR UNITS

November 16, 2023 Trading Symbol: TSXV: TSD #111623

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 a non-brokered private

placement financing (the "Financing") for gross proceeds to the Company of C$141,380.06 on November 16, 2023,

through the issuance of 706,903 units of securities of the Company (the "Units") at a subscription price of C$0.20

per Unit.

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 entitl es the holder thereof to purchase one

Common Share for a period of 24 months from the date of issuance at an exercise price of US$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 March 1 7, 2024.

The p roceeds from th is Financing will be used for the advancement of the Xaudum Iron Formation project in

Botswana and for general corporate purposes and working capital.

About Tsodilo Resources Limited

Tsodilo Resources Limited is an international resource exploration company engaged in the search for economic metal

and diamond deposits at its Gcwihaba Resources (Pty) Limited ("Gcwihaba") and Bosoto (Pty) Ltd. ("Bosoto) projects

in Botswana. The Company has 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. The Company

has a 100% stake in Bosoto (Pty) Ltd. which holds the BK16 kimberlite project in the Orapa Kimberlite Field (OKF)

in 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.