Mr. James Bruchs reports

TSODILO RESOURCES LIMITED CLOSES PRIVATE PLACEMENT FINANCING FOR UNITS

Tsodilo Resources Ltd. closed a non-brokered private placement financing for gross proceeds to the company of $742,095 on Feb. 2, 2026, through the issuance of 4,947,297 units of securities of the company at a subscription price of 15 cents per unit.

Each unit is composed of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share for a period of five years from the date of issuance at an exercise price of 15 U.S. cents. 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 30 U.S. cents 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 p.m. Toronto time on the 30th 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 metal project and the Xaudum iron formation project, and for general corporate purposes and working capital.

About Tsodilo Resources Ltd.

Tsodilo is an international resource exploration company engaged in the search for economic metal deposits at its Gcwihaba Resources Pty. Ltd. projects in Botswana. The company has a 100-per-cent stake in its Gcwihaba project area consisting of five metal (base, precious, platinum group and rare earth elements) prospecting licences, all located in the northwest district of Botswana.

We seek Safe Harbor.