Vancouver, British Columbia--(Newsfile Corp. - September 15, 2025) - Trinity One Metals Ltd. (TSXV: TOM) ("Trinity One" or the "Company") announces that it proposes to undertake a non-brokered private placement of up to 8,000,000 units (each, a "Unit"), at a purchase price of $0.05 per Unit, to raise total gross proceeds of up to $400,000 (the "Offering"). Each Unit will consist of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at a price of $0.075 at any time on or before that date which is thirty-six months after the closing date of the Offering, subject to the approval of the TSX Venture Exchange ("TSXV").
The net proceeds received from the sale of the Units will be used for the assessment of new growth opportunities, maintenance of the Company's existing exploration portfolio and for general working capital. The Units will be offered to qualified investors in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The Company may pay finders' fees to eligible finders in connection with the Offering, subject to compliance with applicable securities laws and the policies of the TSXV.
All securities issued and sold under the Offering will be subject to a hold period expiring four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the TSXV. Completion of the Offering, and the payment of any finders' fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV.
Related Party Transaction
In connection with the Offering, certain insiders of the Company, including officers and directors, intend to subscribe for 4,000,000 Units. The acquisition of the Units by insiders in connection with the Offering will be considered a "related party transaction" pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101") requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the Company are listed on specified markets, including the TSX, the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. It is likely the Company will not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering as the Company wishes to close the Offering in an expeditious manner.
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.
On behalf of the Board
Thomas Wood
CEO
twood@qcap.com.au
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.
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SOURCE: Trinity One Metals Ltd.
