Turmalina Announces Closing of Oversubscribed Offering of Units

VANCOUVER, British Columbia, March 22, 2024 (GLOBE NEWSWIRE) -- Turmalina Metals Corp. (“Turmalina”, or the “Company”; TBX-TSXV, TBXXF-OTCQX, 3RI-FSE) is pleased to announce that it has closed its previously announced non-brokered private placement offering (the “Offering”) for aggregate gross proceeds of approximately $2,100,000, from the issuance of 21,000,000 units of the Company (the “Units”) at a price of $0.10 per Unit, representing an oversubscription of the Offering as originally announced on March 14, 2024. Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at a price of $0.15 per Common Share for a period of 24 months from the date of issuance.

The net proceeds of the Offering will be used to satisfy ongoing costs associated with the Company’s properties as well as general working capital purposes.

In connection with closing of the Offering, the Company paid cash finder’s fees in the aggregate amount of $102,865 to certain arm’s length finders, and issued an aggregate of 1,028,650 non-transferable Common Share purchase warrants (the “Finder’s Warrants”). Each Finder’s Warrant is exercisable into a Common Share (a “Finder’s Warrant Share”) at a price of $0.15 per Finder’s Warrant Share for a period of 24 months from the date of issuance.

All securities issued in connection with closing of the Offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The subscribers in the Offering included two directors of the Company, as well as two corporate subscribers controlled or directed by directors and officers of the Company (collectively, the “Insiders”), who subscribed for an aggregate of 1,250,000 Units for aggregate gross proceeds of $125,000 to the Company. The issuance of Units to the Insiders constitute “related party transactions” as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for the Insiders participation in the Offering, as the value of the Units subscribed for do not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.