Tsodilo Resources Closes Private Placement Financing for Units

Rhea-AI Summary

Tsodilo Resources (OTCQB:TSDRF) closed a non-brokered private placement on March 18, 2026, raising C$900,000 by issuing 4,500,000 units at C$0.20 per unit.

Each unit includes one common share and one five-year warrant exercisable at USD $0.20; hold period expires July 19, 2026. Proceeds will fund advancement of the Critical Minerals and Rare Earth Elements project, the Xaudum Iron Formation project, and general corporate purposes.

Positive

• Gross proceeds of C$900,000 raised
• Issued 4,500,000 units at C$0.20 per unit
• Proceeds allocated to Critical Minerals and XRE projects

Negative

• Outstanding warrants exercisable at USD $0.20, implying potential shareholder dilution
• Warrants include an acceleration clause if price reaches USD $0.35 for 10 trading days

Toronto, Ontario--(Newsfile Corp. - March 18, 2026) - Tsodilo Resources Limited (TSXV: TSD) (OTCQB: TSDRF) (FSE: TZO) ("Tsodilo" or the "Company") is pleased to announce the closing of a non-brokered private placement financing (the "Financing") for gross proceeds to the Company of C$900,000 on March 18, 2026, through the issuance of 4,500,000 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 entitles the holder thereof to purchase one Common Share for a period of 5 years 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 July 19, 2026.

In the event that the closing price of the Company's Common Shares on the TSX Venture Exchange is the equivalent of USD $0.35 or greater per Common Share during any 10 consecutive trading day period at any time subsequent to four months and one day after the closing date, the Warrants will expire at 4:00 p.m. (Toronto time) on the thirtieth day after the date on which the Issuer provides notice of such accelerated expiry to the warrantholders, and the warrantholders will have no further rights to acquire any Warrant Shares of the Issuer under the Warrant.

The proceeds from this Financing will be used for the advancement of the Critical Minerals and Rare Earth Elements project, the Xaudum Iron Formation project, 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 deposits at its Gcwihaba Resources (Pty) Limited ("Gcwihaba") 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 elements) prospecting licenses all located in the North-West district of Botswana.

FOR FURTHER INFORMATION PLEASE CONTACT:

James M. Bruchs	Chairman and Chief Executive Officer	Jbruchs@TsodiloResources.com
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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288855

FAQ

How much did Tsodilo (TSDRF) raise in the March 18, 2026 private placement?

Tsodilo raised C$900,000 in the private placement. According to Tsodilo, the financing closed on March 18, 2026 through issuance of 4,500,000 units at C$0.20 per unit.

What do the Units issued by Tsodilo (TSDRF) include and what are the terms?

Each Unit contains one common share and one warrant exercisable for five years. According to Tsodilo, each Warrant allows purchase of one common share at an exercise price of USD $0.20.

When do the shares and warrants from Tsodilo's (TSDRF) placement become tradable?

The securities are subject to a statutory four-month and one-day hold period. According to Tsodilo, the hold period expires on July 19, 2026 for the Common Shares and Warrants.

What is the Warrant acceleration clause in Tsodilo's (TSDRF) financing and how does it work?

Warrants can be accelerated if the share price meets a threshold for 10 consecutive trading days. According to Tsodilo, if the TSXV close is ≥ USD $0.35 for 10 days, warrants expire 30 days after notice.

How will Tsodilo (TSDRF) use the proceeds from the C$900,000 financing?

Proceeds will fund project advancement and working capital. According to Tsodilo, the funds will support the Critical Minerals and Rare Earth Elements project, the Xaudum Iron Formation project, and general corporate purposes.

What potential shareholder impact should investors consider from Tsodilo's (TSDRF) financing?

The offering includes warrants that could increase share count if exercised. According to Tsodilo, outstanding warrants exercisable at USD $0.20 over five years present potential dilution risk for current shareholders.