Tsodilo Resources Limited closes private placement financing for units

Tsodilo Resources Limited closes private placement financing for units

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Tsodilo Resources Limited (TSXV: TSD,OTC:TSDRF) (OTCQB: TSDRF) (FSE: TZO) (“Tsodilo” or the “Company”) is pleased to announce the closing of a non-brokered private placement financing (the “Financing”) for gross proceeds to the Company of C$742,095 on February 2, 2026, through the issuance of 4,947,297. units of the Company’s securities (the “Units”) at a subscription price of C$0.15 per Unit.

Each Unit consists of one common share in the capital of the Company (“Common Share”) and one purchase warrant (“Warrant”) of the Company. Each Warrant entitles the holder to purchase one common share for a period of 5 years from the date of issuance at an exercise price of USD$0.15. The Ordinary Shares (including the Ordinary Shares underlying the Warrants) and the Warrants comprising the Units are subject to a statutory holding period of four months and one day, expiring 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 USD$0.30 or more per common share for a period of 10 consecutive trading days at any time following four months and one day after the closing date, the Warrants will expire at 4:00 p.m. (Toronto time) on the thirtieth day after the date on which the Issuer has notified warrant holders of such accelerated expiration, and the warrant holders have no further rights to acquire Warrant Shares of the Issuer under the Warrant.

Proceeds from this financing will be used for the advancement of the Critical and Rare Earth Metals project and the Xaudum Iron Formation project, and for general corporate purposes and working capital.

About Tsodilo Resources Limited

Tsodilo Resources Limited is an international resource exploration company engaged in the exploration for economic metal deposits at its Gcwihaba Resources (Pty) Limited (“Gcwihaba”) projects in Botswana. The company has a 100% interest in the Gcwihaba project area, comprising five metals prospecting licenses (base, precious, platinum group and rare earth metals), all located in the North West District of Botswana.

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This press release may contain forward-looking statements. All statements, other than statements of historical fact, that relate to activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, but not limited to, statements regarding the use of proceeds, the impact of strategic partnerships and statements describing the Company’s future plans, objectives or objectives) are forward-looking statements. These forward-looking statements reflect the Company’s current expectations or beliefs based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that could cause the Company’s actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or materially accomplished, there can be no assurance that they will have the expected effect or impact on the Company. Factors that could cause actual results or events to differ materially from current expectations include changes in the stock markets, changes in general economic conditions, market volatility, political developments in Botswana and surrounding countries, changes in regulations affecting the Company’s operations, uncertainties regarding the availability and costs of financing needed in the future, exploration and development risks, the uncertainties associated with interpreting exploration results and the other risks associated with mineral exploration. Any forward-looking statement speaks only as of the date on which it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, therefore, undue reliance should not be placed on such statements due to the inherent uncertainty therein.

Forward-looking statements are subject to a number of risks and uncertainties that could cause the Company’s actual results to differ materially from those discussed in the forward-looking statements. Even if such actual results are achieved or materially achieved, there can be no assurance that they will have the expected effects on or on the Company. Factors that could cause actual results or events to differ materially from current expectations include uncertainties relating to the availability and costs of funds, timing and content of work programs, results of exploration activities, interpretation of drilling results and other geological data, risks relating to variations in diamond quality and kimberlite lithologies; variations in the degree of repair and rupture; estimates of diamond grade and quality, variations in diamond valuations and future diamond prices; the state of the world’s diamond markets, the reliability of mineral property titles, regulatory changes affecting the Company’s operations, delays in obtaining or failure to obtain required project approvals, operational and infrastructure risks and other risks involved in diamond exploration and development. Any forward-looking statement speaks only as of the date on which it is made and, except as required by applicable securities laws, the Company disclaims any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, therefore, undue reliance should not be placed on such statements due to their inherent uncertainty. Neither the TSX Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release. This press release may contain assumptions, estimates and other forward-looking statements regarding future events. Such forward-looking statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond the Company’s control, that could cause actual results or performance to differ materially from those currently anticipated in such statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282310

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