Trinity One Metals Closes Fully Subscribed Private Placement
Trinity One is pleased to announce that it has closed its previously announced non-brokered private placement offering by issuing 15,000,000 units (the "Units") at a price of $0.05 per Unit, for aggregate gross proceeds of $750,000 (the "Offering").
Each Unit is comprised of 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 $0.075 per share until October 17, 2028.
In connection with the Offering, the Company paid finder's fees of $23,850 and issued 477,000 finder's warrants to eligible arm's length finders. The finder's warrants are exercisable into one common share of the Company at a price of $0.075 per share until October 17, 2027.
The Company intends to use the net proceeds of the Offering for the assessment of new growth opportunities, 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 February 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 ("MI 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% 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 October 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 $0.05 per Unit for total consideration of $27,500. Immediately prior to the Offering, Mr. 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% of the Company's shares on an undiluted basis, or approximately 21.27% of the Company's shares on a partially diluted basis. Following completion of the Offering, Mr. 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% of the Company's shares on an undiluted basis, or approximately 15.10% of the Company's shares on a partially-diluted basis. The Warrants contain a provision that Mr. Wood is not able to exercise such number of the Warrants as would result in Mr. Wood holding more than 19.99% of the issued and outstanding shares of the Company, without first obtaining disinterested shareholder approval and TSXV approval, as required by the policies of the TSXV. Since the date of Mr. Wood's last early warning report dated April 9, 2025, Mr. Wood's holdings have decreased 4.27% on an undiluted basis, or 7.13% on a partially diluted basis.
Pursuant to the Offering, on October 17, 2025, Thomas Wood, an officer and a director of the Company, acquired 2,000,000 Units at a price of $0.05 per Unit for total consideration of $100,000. Immediately prior to the Offering, Mr. Wood owned and/or had control over nil common shares of the Company, representing 0% of the Company's shares on an undiluted basis, or on a partially diluted basis. Following completion of the Offering, Mr. Wood owns or has control or direction over, directly or indirectly, 2,000,000 shares of the Company and 2,000,000 Warrants, representing approximately 6.00% of the Company's shares on an undiluted basis, or approximately 11.33% of the Company's shares on a partially-diluted basis. The Warrants contain a provision that Mr. Wood is not able to exercise such number of the Warrants as would result in Mr. Wood holding more than 19.99% of the issued and outstanding shares of the Company, without first obtaining disinterested shareholder approval and TSXV approval, as required by the policies of the TSXV. As a result of the Offering, Mr. Wood's holdings have increased 6.00%, on an undiluted basis, or 11.33%, on a partially diluted basis.
Messrs. 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 Messrs. Wood's security holdings contained in this press 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 the System of Electronic Document Analysis and Retrieval (SEDAR+) website at www.sedarplus.com.