Tsodilo Resources Limited Closes Private Placement Financing for Units

Rhea-AI Summary

Tsodilo Resources (OTCQB: TSDRF; TSXV: TSD) closed a non‑brokered private placement on February 2, 2026, raising C$742,095 through issuance of 4,947,297 Units at C$0.15 per Unit. Each Unit includes one common share and one five‑year warrant exercisable at USD$0.15.

The securities (including warrant shares) are subject to a statutory four‑month plus one‑day hold expiring June 3, 2026. Warrants may be accelerated to expire if the share price reaches the USD$0.30 equivalent for 10 consecutive trading days. Proceeds will fund the Critical and Rare Earth Metals project, the Xaudum Iron Formation project, and general corporate purposes.

Positive

• Raised C$742,095 in non‑brokered private placement
• Proceeds allocated to Critical and Rare Earth Metals and Xaudum Iron Formation projects

Negative

• Issued 4,947,297 Units, creating immediate shareholder dilution
• Warrants exercisable at USD$0.15 introduce potential future dilution on exercise
• Four‑month hold restricts trading of issued shares and warrants until June 3, 2026

Toronto, Ontario--(Newsfile Corp. - February 2, 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$742,095 on February 2, 2026, through the issuance of 4,947,297 units of securities of the Company (the "Units") at a subscription price of C$0.15 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$0.15. 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 June 3, 2026.

In the event that the closing price of the Company's Common Shares on the TSX Venture Exchange is the equivalent of USD $0.30 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 and Rare Earth Metals project and 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/282310

FAQ

How much did Tsodilo Resources (TSDRF) raise in the February 2, 2026 private placement?

Tsodilo raised C$742,095 in the private placement. According to the company, funds were raised through issuance of 4,947,297 Units at C$0.15 per Unit, each Unit including one share and one five‑year warrant.

What are the warrant terms issued by Tsodilo (TSDRF) on February 2, 2026?

Each warrant is exercisable for one common share at USD$0.15 for five years. According to the company, warrants are subject to a four‑month plus one‑day hold and possible accelerated expiry if share price hits USD$0.30 for 10 consecutive trading days.

When do the new Tsodilo (TSDRF) shares and warrants become tradable?

The new shares and warrants are subject to a statutory hold expiring on June 3, 2026. According to the company, the four‑month plus one‑day hold period prevents trading of the securities until that date, after which normal transfer rules apply.

What will Tsodilo (TSDRF) use the proceeds from the C$742,095 financing for?

Proceeds will fund advancement of the Critical and Rare Earth Metals project and the Xaudum Iron Formation project. According to the company, remaining funds are earmarked for general corporate purposes and working capital to support operations.

How could the issued warrants affect Tsodilo (TSDRF) shareholders if exercised?

If warrants are exercised, they would increase share count and dilute existing shareholders. According to the company, warrants are exercisable at USD$0.15 for five years, creating potential future dilution if holders convert to common shares.