Mr. Thomas Wood reports
TRINITY ONE METALS CLOSES FULLY SUBSCRIBED PRIVATE PLACEMENT
Trinity One Metals Ltd. has closed its previously announced non-brokered private placement offering by issuing 15 million units at a price of five cents per unit, for aggregate gross proceeds of $750,000.
Each unit comprises one common share of the company and one transferable common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company at a price of 7.5 cents per share until Oct. 17, 2028.
In connection with the offering, the company paid finders' fees of $23,850 and issued 477,000 finders' warrants to eligible arm's-length finders. The finders' warrants are exercisable into one common share of the company at a price of 7.5 cents per share until Oct. 17, 2027.
The company intends to use the net proceeds of the offering for the assessment of new growth opportunities, for maintenance of the company's existing exploration portfolio and for general working capital.
All securities issued and sold under the offering will be subject to a hold period expiring Feb. 18, 2026, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The offering is subject to final approval of the TSX Venture Exchange.
Two directors and an officer of the company participated in the offering for aggregate proceeds of $142,500 and are considered to be related parties of the company. Each subscription by a related party of the company is considered to be a related party transaction for purposes of Multilateral Instrument 61-101. The company is relying on the exemptions from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and the minority shareholder approval requirements contained in Section 5.7(1)(a) of MI 61-101 as the fair market value of the related parties' participation is not more than 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to close the offering in an expeditious manner.
Early warning disclosure
Pursuant to the offering, on Oct. 17, 2025, Matthew Wood, a director of the company, through Bobbin Head Nominees Pty. Ltd. (ATF) Freya Charters Super Fund, acquired 550,000 units at a price of five cents per unit for total consideration of $27,500. Immediately prior to the offering, Matthew Wood owned and/or had control over an aggregate of 2,406,370 common shares and 1,891,538 warrants of the company, representing approximately 13.14 per cent of the company's shares on an undiluted basis, or approximately 21.27 per cent of the company's shares on a partially diluted basis. Following completion of the offering, Matthew Wood owns or has control or direction over, directly or indirectly, 2,956,370 shares of the company and 2,441,538 warrants, representing approximately 8.87 per cent of the company's shares on an undiluted basis or approximately 15.10 per cent of the company's shares on a partially diluted basis. The warrants contain a provision that Matthew Wood is not able to exercise such number of the warrants as would result in Matthew Wood holding more than 19.99 per cent of the issued and outstanding shares of the company, without first obtaining disinterested shareholder approval and TSX-V approval, as required by the policies of the TSX-V. Since the date of Matthew Wood's last early warning report dated April 9, 2025, Matthew Wood's holdings have decreased 4.27 per cent on an undiluted basis or 7.13 per cent on a partially diluted basis.
Pursuant to the offering, on Oct. 17, 2025, Thomas Wood, an officer and a director of the company, acquired two million units at a price of five cents per unit for total consideration of $100,000. Immediately prior to the offering, Thomas Wood owned and/or had control over nil common shares of the company, representing 0 per cent of the company's shares on an undiluted basis, or on a partially diluted basis. Following completion of the offering, Thomas Wood owns or has control or direction over, directly or indirectly, two million shares of the company and two million warrants, representing approximately 6.00 per cent of the company's shares on an undiluted basis or approximately 11.33 per cent of the company's shares on a partially diluted basis. The warrants contain a provision that Thomas Wood is not able to exercise such number of the warrants as would result in Thomas Wood holding more than 19.99 per cent of the issued and outstanding shares of the company, without first obtaining disinterested shareholder approval and TSX-V approval, as required by the policies of the TSX-V. As a result of the offering, Thomas Wood's holdings have increased 6.00 per cent on an undiluted basis or 11.33 per cent on a partially diluted basis.
Matthew Wood and Thomas Wood acquired the securities of the company for investment purposes, and may, depending on market and other conditions, increase or decrease their beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. The disclosure respecting Matthew Wood's securityholdings and Thomas Wood's securityholdings contained in this news release is made pursuant to Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids, and reports respecting the above acquisitions will be filed with the applicable securities commissions using SEDAR+.
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