Turmalina Announces Non-Brokered Private Placement
VANCOUVER, Jan. 31, 2023 - Turmalina Metals Corp. ("Turmalina", or the "Company"; TBX-TSXV, TBXXF-OTCQX, 3RI-FSE) is pleased to announce a non-brokered private placement of up to 10,000,000 units of the Company ("Units") at a price of $0.45 per Unit (the "Offering"), for aggregate gross proceeds of up to $4,500,000.
Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one-half of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional share (a "Warrant Share") at a price of $0.60 per Warrant Share for a period of 24 months from the closing date of the Offering.
In connection with the Offering, the Company may pay certain finders (each, a "Finder") a cash commission equal to 7% of the aggregate gross proceeds raised from those purchasers introduced by such Finder and/or issue such Finder such number of non-transferable Share purchase warrants equal to 7% of the total number of Units sold to investors introduced by such Finder, which provide that such Finder may acquire Shares of the Company (each a "Finder's Warrant Share") at $0.45 per Finder's Warrant Share for a period of 24 months from the date of issuance.
The Company intends to use the proceeds raised from the Offering for exploration activities on the Company's San Francisco and Chanape Projects, and general corporate purposes. The Offering may close in tranches. The Offering is expected to close on or before March 17, 2023. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There will be an offering document related to the Offering that will be available under the Company's profile at www.sedar.com and at https://turmalinametals.com/. Prospective investors should read this offering document before making an investment decision.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
On Behalf of the Company,
Dr. James Rogers, Chief Executive Officer and Director.
Website: turmalinametals.com
Address: #488 - 1090 West Georgia St, Vancouver, BC V6E 3V7.
For Investor Relations enquiries, please contact Bryan Slusarchuk at +1 833 923 3334 (toll free) or via info@turmalinametals.com.
Statements
About Turmalina Metals: Turmalina Metals is a TSXV-listed exploration company focused on developing our portfolio of high grade gold-copper-silver projects in South America. Our focus is on tourmaline breccias, a deposit style overlooked by many explorers. Turmalina Metals is led by a team responsible for multiple gold-copper-silver discoveries who are highly experienced in this deposit style. Our projects are characterised by open high-grade mineralization on established mining licenses that present compelling drill targets. The flagship project held by Turmalina is the San Francisco project in San Juan, Argentina. For further information on the San Francisco Project, refer to the technical report entitled "NI43-101 Technical Report San Francisco Copper Gold Project, San Juan Province, Argentina" dated November 17, 2019 under the Corporation's profile at www.sedar.com.
Forward Looking Statement: This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.