Trinity One Metals Announces Upsize of Private Placement to C$5.3 Million
Vancouver, British Columbia--(Newsfile Corp. - February 12, 2026) - Trinity One Metals Ltd. (TSXV: TOM) (FSE: 5D5) (the "Company") is pleased to announce a non-brokered private placement (the "Concurrent Offering") for the sale of up to 10,000,000 units of the Company (the "Units") at a price of C$0.20 per Unit for gross proceeds of up to C$2,000,000, in addition to its previously announced non-brokered private placement pursuant to the listed issuer financing exemption ("LIFE") under Part 5A of National Instrument 45-106 – Prospectus Exemptions("NI 45-106"), as amended by Coordinated Blanket Order 45-935, of up to 16,500,000 Units for gross proceeds of up to C$3,300,000 (the "LIFE Offering"), for combined gross proceeds of up to C$5,300,000. The Units issued pursuant to the Concurrent Offering will not be issued pursuant to LIFE under NI 45-106, will not be free trading and will be subject to a four-month hold period from the date of issuance.
Each Unit will consist of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share (each, a "Warrant Share") at an exercise price of C$0.30 per Warrant Share for a period of thirty-six (36) months following the closing date of the Concurrent Offering (the "Closing Date").
The Company intends to use the net proceeds of the Concurrent Offering and the LIFE Offering to advance exploration, technical evaluation, and project advancement activities across the Company's mineral asset portfolio, including verification and follow-up work on recently acquired properties, historical data verification, target generation, and early stage field programs, as well as for general working capital and corporate purposes.
Further to the Company's news release dated February 9, 2026, there will be an amended and restated offering document (the "Amended Offering Document") related to the LIFE Offering to disclose the Concurrent Offering that will be accessible under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.trinityonemetals.com. Prospective investors should read the Amended Offering Document before making an investment decision related to the LIFE Offering.
In connection with the Concurrent Offering and LIFE Offering, finder's fees may be payable to eligible parties in accordance with the policies of the TSXV Venture Exchange (the "TSXV") and applicable securities laws. The Company may pay finder's fees in cash of up to 6.0% of the aggregate gross proceeds of the Concurrent Offering and LIFE Offering and may issue non-transferrable warrants equal to 6.0% of the number of Units issued under the Concurrent Offering and LIFE Offering to subscribers introduced by finders to the Company.
Any securities issued in connection with the Concurrent Offering will be subject to a four-month hold period, in accordance with securities laws and the policies of the TSXV, as applicable. The Concurrent Offering and the LIFE Offering are subject to TSXV acceptance.
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. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking information"). Forward-looking information is frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and similar words, or statements that certain events or conditions "may" or "will" occur.
Forward-looking information in this news release includes, without limitation, statements relating to: the Concurrent Offering and the LIFE Offering (including the size of the Concurrent Offering and the LIFE Offering, the proposed terms of the Units, and ability to complete the Concurrent Offering and the LIFE Offering); the filing and availability of the Amended Offering Document; the expected use of proceeds; the payment of finder's fees; and the receipt of TSXV and other regulatory approvals.
Forward-looking information is based on certain assumptions and management's expectations and estimates as of the date hereof and is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: the ability of the Company to complete the Concurrent Offering and the LIFE Offering on the terms described herein or at all; market conditions; the ability to obtain TSXV and other regulatory approvals; changes in the Company's plans with respect to the use of proceeds; and general economic, market and business conditions.
Although the Company believes the expectations reflected in the forward-looking information are reasonable, undue reliance should not be placed on forward-looking information since no assurance can be provided that such expectations will prove to be correct. The Company disclaims any intent or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither the TSX Venture Exchange 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 IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283760
Source: Trinity One Metals Ltd.
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