Tombill Mines Limited has announced that, further to its press release dated May 23, 2025, it has closed a non-brokered private placement of 42,000,000 units of the Company at a price of $0.01 per Unit, for total gross proceeds of $420,000.
Each Unit consists of one common share and one common share purchase warrant. Each Warrant entitles the holder to purchase one Common Share of the Company at a price of $0.05 for a period of sixty months following closing.
The Units issued are subject to a hold period of four months and one day from the closing date, as required under applicable securities laws and the policies of the TSX Venture Exchange. The Offering is subject to the final acceptance of the TSXV. No commission or finder’s fee was paid in connection with the Offering.
The Company intends to use the proceeds from the Offering for working capital and field work purposes in 2026 and 2027. It is anticipated that over 10% of the gross proceeds from the Offering will be used for field work on the Geraldton property. None of the proceeds will be used for payments to persons conducting investor relations activities.
Insiders of the Company subscribed for all of the Units under the Offering, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(1)(b) of MI 61-101 on the basis that the Company is not listed on a specified market and the fair market value of the transaction, insofar as it involves “related parties”, did not exceed $2,500,000, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each “related party” of the Company were not settled until shortly prior to the closing of the Offering.
The securities being offered have not been, nor will they be, registered under the United States Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.