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Tombill Mines Limited (TSXV: TBLL,OTC:TBLLF) (the "Company" or "Tombill") is pleased to announce that it has agreed to the principal terms of a proposed strategic investment and royalty transaction (the "Transaction") with Dynamo Metals ("Dynamo"). The Transaction is expected to include (i) a non-brokered private placement (the "Offering") of units of the Company and (ii) the sale of a net smelter return royalty on the Company's mineral patents.
Private Placement
The private placement consists of 28,950,546 units of the Company (each, a "Unit") at a price of C$0.02 per Unit for gross proceeds of C$579,011. Each Unit comprises one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at a price of C$0.05 for a period of 36 months following closing. On a non-diluted, post-closing basis, Dynamo holds approximately 9.9% of the Company.
In connection with the private placement, the Company and Dynamo have entered into an investor rights agreement (the "Investor Rights Agreement"). For so long as Dynamo holds at least 5% of the Company's outstanding Common Shares, it has the right to participate in future equity financings to maintain its interest up to 9.9%. Dynamo has agreed to a standstill, under which it will not increase its position above 9.9% without the prior consent of Tombill, to support the Company's board recommendations, and to a 12-month lock-up on the securities issued under the private placement.
The Company intends to use the net proceeds from the Offering for general working capital, property maintenance, exploration planning, technical work, transaction costs and other general corporate purposes.
The securities issued pursuant to the Offering will be subject to a hold period of four months plus one day from the date of closing in accordance with applicable Canadian securities laws and the policies of the TSXV.
Sale of Net Smelter Return Royalty to Dynamo
Concurrently with the private placement, Tombill has sold to Dynamo a 1% NSR over all minerals produced from the Company's claims for C$250,000 in cash. The NSR is subject to customary terms and there is no buyback right.
Net Smelter Return Royalty
Tombill has also created a separate 1% NSR in its own favour on substantially the same terms (the "Tombill Royalty"), which the Company will hold as an asset. In the event Dynamo elects to sell its NSR, whether on a standalone basis or as part of a portfolio, Tombill has the right to include the Tombill Royalty in that transaction on equivalent terms.
About Dynamo
Dynamo Metals is a private investment company focused on opportunities in the mining and metals sector, with a priority focus on precious metals. Dynamo takes a global approach to identifying and advancing investment opportunities across the mining lifecycle, leveraging industry experience, disciplined capital allocation, and a long-term perspective to support value creation in high-quality metals assets and companies.
About Tombill
Founded 1935 by Newmont Mining and 'Tom' and 'Bill' Johnson, Tombill Mines Limited (TSXV: TBLL,OTC:TBLLF) owns 2 of the 11 past-producing and producing mines in Geraldton, in the Greenstone gold district (pop. 4,300, approximately 225 km northeast of Thunder Bay). Within this established local and mining infrastructure, our assets comprise four claim groups, of which most strategically occupy the middle of the Geraldton gold district. Our claims sit on a shared boundary with, and down plunge from, the open pit of Equinox's Greenstone Gold Mine (first gold pour May 2024), one of Canada's largest long-life gold mines and mills by annual production.
Assets comprise 74 claims (57 fully owned patent claims, 3 fully owned patents with easements, 9 fully owned patented mineral rights, and 5 leases) covering 3,168 acres. Of these, the 58-claim Main Group borders and is down-plunge from Greenstone Gold Mine on the west, straddling the Trans-Canada Highway; the 5-claim Ellis Group lies 4 km south of the town of Geraldton; the original 6-claim Tombill Old Mine group sits 10 km west-southwest of Geraldton; and a 5-claim lease is located in the Beardmore-Craskie region.
Our Tombill Old Mine produced 68,737 oz of gold at a grade of 12.47 g/t between 1938 and 1942, and 1955. Talmora Mine, northeast of the Main Group, was built in 1942 but saw only minor production before closing in 1948 (1,406 oz of gold at 5.05 g/t). From the Greenstone Gold Mine to Key Lake, the Geraldton camp extends approximately 15 km along a defined corridor, essentially following the parallel Bankfield-Tombill Fault and the Trans-Canada Highway, and hosts many multiple shallow and deep gold zones.
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For more information, please visit www.tombillmines.com or contact:
Adam Horne
Email: ir@tombillmines.com
Tel: +1 647 493 8270
Cautionary Note Regarding Forward-Looking Information
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Transaction, including insider participation in the Transaction, the anticipated size of the Transaction, the anticipated closing date of the Transaction, TSXV approval of the Transaction and the anticipated use of proceeds from the Transaction. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedarplus.ca.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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