Tocvan Announces Private Placement Securing $1.5 Million from Institutional Investor

CALGARY, AB / ACCESSWIRE / April 10, 2024 / Tocvan Ventures Corp. (the "Company") (CSE:TOC)(OTCQB:TCVNF)(WKN:TV3/A2PE64) is pleased to announce it has arranged a non-brokered private placement with a lead order from an institutional investor (the "Investor"). The Company has executed a term sheet in connection with a $1,500,000 private placement with the Investor (the "Institutional Offering"). In addition, the Company will complete a concurrent private placement for up to $750,000 to other eligible investors (the "Non-Brokered Offering"), for an aggregate issuance 6,428,571 units of the Company (the "Units") at a price of $0.35 per Unit, for aggregate gross proceeds of up to $2,250,000 (with the Institutional Offering and Non-Brokered Offering collectively referred to as the "Offerings"). Each Unit will consist of one (1) common share of the Company (each a "Common Share", and each Common Share comprising part of a Unit being a "Unit Share") and one (1) share purchase warrant (each whole share purchase warrant, a "Unit Warrant"), with each Unit Warrant entitling the holder to purchase one additional Common Share (a "Unit Warrant Share") at a price of $0.50 per Unit Warrant Share, for a period of thirty six months from the date of issue (the "Expiry Date"). The net proceeds of the Offerings will be used for various work programs, including drilling, annual concession fees for the Company's flagship Pilar Gold Silver property in Sonora, Mexico and general working capital purposes. The Company may pay finders a fee in cash and/or share purchase warrants under the Non-Brokered Offering. The first tranche of the Institutional Offering for gross proceeds of $1,500,000 is expected to close on or before April 22, 2024, and will consists of the issuance of 4,285,714 Units.

Use of Proceeds
The proceeds of the raise will go towards the advancement of the Pilar and Picacho Au-Ag projects in Sonora, Mexico. With a primary focus on the second cash payment for the expansion acquisition around Pilar (see News Release October 18, 2023) and accelerating the permitting and drilling initiatives leading towards resource development.

Notes On the Offerings
Closing of the Offerings is subject to several conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange (the "Exchange", or the "CSE"). Up to 2,857,142 of the securities issued in connection with the Offerings will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada as well as the required legend under applicable U.S. securities legislation. Up to 3,571,429 securities issued in connection with the Offerings will be issued under the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions for the Offerings, and the Unit Shares, Unit Warrants and Unit Warrant Shares will not be subject to restrictions on resale. There will be an offering document related to the Offerings that will be available under the Company's profile at www.sedarplus.ca and at www.tocvan.com. Prospective investors should read this offering document before making an investment decision. The proceeds from the Offerings will be used for general working capital. The Company may pay finders fees and finder warrants to eligible finders. The Company will have full discretion under the Non-Brokered Offering to allocate funds under the listed issuer financing exemption or other available exemptions.