Mr. Adam Horne reports

TOMBILL MINES ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Tombill Mines Ltd., further to its news releases dated Oct. 4, 2023, and Oct. 26, 2023, has closed a non-brokered private placement of 47,999,999 units at a price of 1.5 cents per unit, for a total gross proceeds of approximately $720,000.

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 five cents for a period of 60 months following closing.

All 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 TSX-V.

The company intends to use the proceeds of the offering for working capital and general corporate purposes. Approximately 14 per cent will be used for salaries, including 10 per cent for non-arm's-length salaries. None of the proceeds will be used for payments to persons conducting investor relations activities.

In consideration for services provided by Canaccord Genuity Corp. in connection with the offering, the company issued the finder 560,000 units equal to 7.0 per cent of the units introduced to the company by the finder.

Insiders of the company subscribed for a total of 22 million 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, does not exceed $2.5-million, 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.

About Tombill Mines Ltd.

Founded 1935, by Newmont Mining and prospectors Tom Johnson and Bill Johnson, Tombill owns two of the 10 past-producing mines in the Geraldton gold district, four claim groups, of which three are situated in the Geraldton gold district of north-central Ontario (about 225 kilometres northeast of Thunder Bay). Geraldton offers optimal and installed mining infrastructure. Holdings comprise 74 royalty-free mining claims (60 fully owned patented claims, five leases, nine mineral rights only). Of these, the 51-patented-claim Main group is in the centre of the Geraldton gold district and straddles the Trans-Canada Highway; the five-claim Ellis group lies four kilometres south of the town of Geraldton; and the original Tombill mine group of six patented claims sits 10 kilometres west-southwest of Geraldton. The Tombill gold mine produced 68,737 high-grade gold ounces (oz) between 1938 and 1942 in the southeast corner of the claim group. The Talmora Longlac mine, located in the northeast of the Main group property, was built in 1941, but saw only minor production before closing in 1942 (1,406 gold oz). The Main group borders on and the Ellis group is surrounded by the property of the nearly constructed Greenstone mine, which will be one of Canada's largest gold mines with production aimed for first half 2024.

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