Trinity One Metals Announces Upsized Private Placement

Rhea-AI Summary

Trinity One Metals (TSXV: TOM) has announced an upsized non-brokered private placement, increasing the total proceeds from $400,000 to $600,000 due to strong investor demand. The company will issue up to 12 million units at $0.05 per unit, with each unit comprising one common share and one purchase warrant exercisable at $0.075 for 36 months.

Notably, company insiders, including officers and directors, plan to subscribe for 4.3 million units in this offering. The proceeds will fund new growth opportunities assessment, maintenance of existing exploration portfolio, and working capital. The securities will have a four-month hold period, and the offering remains subject to regulatory approvals.

Positive

• None.

Negative

• Dilutive effect from issuing 12 million new units at $0.05 per share
• Warrant exercise price of $0.075 represents relatively small premium to unit price

Vancouver, British Columbia--(Newsfile Corp. - September 23, 2025) - Trinity One Metals Ltd. (TSXV: TOM) ("Trinity One" or the "Company") is pleased to announce that as a result of strong investor demand, the Company has increased the aggregate proceeds of its previously announced non-brokered private placement from $400,000 to $600,000.

Under the terms of the upsized non-brokered private placement the Company proposes to issue up to a total of 12,000,000 units (each, a "Unit"), at a purchase price of $0.05 per Unit, to raise total gross proceeds of up to $600,000 (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 4,300,000 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267529

FAQ

What is the size of Trinity One Metals' (TSXV: TOM) private placement announced in September 2025?

Trinity One Metals increased its private placement from $400,000 to $600,000, offering 12 million units at $0.05 per unit.

How much insider participation is expected in Trinity One Metals' private placement?

Company insiders, including officers and directors, plan to subscribe for 4.3 million units, demonstrating significant insider participation.

What are the terms of the warrants in Trinity One Metals' September 2025 offering?

Each warrant allows purchase of one common share at $0.075 for 36 months after the closing date, subject to TSXV approval.

How will Trinity One Metals use the proceeds from the $600,000 private placement?

The proceeds will be used for assessment of new growth opportunities, maintenance of existing exploration portfolio, and general working capital.

What is the hold period for securities issued in Trinity One Metals' private placement?

All securities issued will have a hold period of four months and one day after issuance, per securities laws and TSXV policies.