Tower Resources Finalizes $640,200 Non-Brokered Private Placement to Fund Rabbit North Gold Project

Details of Non-Brokered Private Placement and Unit Structure

Tower Resources announced the completion of the second and final tranche of its non-brokered private placement, issuing 4,001,250 units at $0.16 each. This raised $640,200 in gross proceeds, intended for general working capital and corporate purposes. Each unit consists of one common share and one-half of a common share purchase warrant.

The warrants allow holders to purchase additional common shares at $0.25 per share until July 17, 2027, offering investors potential equity upside during the warrant exercise period. This structure is typical for mineral exploration companies aiming to raise capital while providing subscribers with additional participation through warrants.

Finder's Fees and TSXV Regulatory Compliance

Finder's fees were paid to eligible arm's-length parties in line with TSX Venture Exchange policies. Compensation included a cash commission of $20,940, representing 6% of gross proceeds from introduced subscribers, plus 130,875 finder's warrants equal to 6% of securities sold to those subscribers.

Each finder's warrant is exercisable into one common share at $0.16 until July 17, 2027, and is non-transferable, restricting secondary market trading. This ensures intermediaries share in potential share price gains while maintaining compliance with securities regulations for non-brokered private placements on Canadian junior exchanges.

Related Party Participation and Regulatory Exemptions

Certain Tower Resources directors acquired 200,000 units in a related party transaction governed by Multilateral Instrument 61-101 (MI 61-101). The company relied on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the value of securities issued to related parties was under 25% of the company’s market capitalization.

The company did not file a material change report more than 21 days before closing, utilizing securities regulation provisions permitting expedited filings to complete financing swiftly for sound business reasons. This approach enabled efficient closing while complying with TSXV disclosure obligations for related party transactions.

Statutory Hold Period and Securities Law Compliance

All securities issued are subject to a statutory hold period expiring November 18, 2026, per Canadian securities laws. This restricts subscribers, including directors and finder's warrant holders, from selling or transferring securities until the hold period ends. The hold period is standard for non-brokered private placements by reporting issuers in British Columbia and across Canada.

The hold period safeguards the market by preventing immediate liquidation of new shares and warrants post-financing. It aligns director and investor interests with long-term company performance and shareholder value. Investors should note that share price volatility during this period cannot be mitigated by immediate sales.

Company Focus and Exploration Activities

Tower Resources Ltd. focuses on advancing its 100%-owned Rabbit North gold project in British Columbia’s Kamloops Mining Division. The company also explores additional opportunities across Canada to expand its asset base and enhance shareholder value. The Rabbit North project is the flagship asset, with development supported by funds raised through this private placement.

The Kamloops Mining Division has a history of significant gold and copper production and continues to attract exploration interest. Tower Resources’ gold exploration aligns with market demand for projects in accessible jurisdictions with established infrastructure and regulatory frameworks. The capital raised will support efforts to define and expand mineral resources at Rabbit North and evaluate new exploration prospects.

Capital Deployment and Corporate Strategy

The $640,200 gross proceeds will fund general working capital and corporate purposes, including ongoing exploration at Rabbit North, assessment of new Canadian exploration opportunities, and administrative expenses to maintain TSXV listing and regulatory compliance.

This use of proceeds is typical for junior mineral exploration companies requiring sustained capital for drilling, sampling, property assessments, and evaluation. The financing extends Tower Resources’ financial runway, reducing immediate refinancing pressure and enabling management to focus on advancing the Rabbit North project.

Forward-Looking Statements and Risk Factors

The announcement contains forward-looking statements regarding the offering’s completion, use of proceeds, finder's fee payments, and planned exploration activities. Such statements are based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially. These include financing, exploration, market, and regulatory risks associated with Canadian mining exploration.

Investors are cautioned not to place undue reliance on forward-looking statements. Tower Resources undertakes no obligation to update these statements except as required by law.

Investor Considerations and Market Environment

Investors should consider Tower Resources’ position within the junior mining sector, where success depends on mineral discoveries, commodity prices, regulatory support, and capital access. The $0.16 unit price reflects market conditions and investor interest in British Columbia mineral exploration. The $0.25 warrant exercise price represents a 56% premium, indicating management’s expectations for share price growth.

Investors should monitor exploration results, regulatory developments, commodity price trends, and capital management. The immediate share price impact was not publicly clear; investors should consult current trading data and company disclosures on SEDAR+ at www.sedarplus.ca. Risk factors including exploration, financing, and market risks are disclosed in the company’s public filings.

Regulatory Oversight and Exchange Compliance

The non-brokered private placement is regulated by the TSX Venture Exchange, which governs private placements, related party transactions, and finder’s fees. Tower Resources’ disclosure and compliance, including reliance on MI 61-101 exemptions, align with TSXV policies for junior exploration companies. The TSXV and its Regulation Services Provider disclaim responsibility for the adequacy or accuracy of the disclosure.

This financing was completed without engaging a registered broker-dealer, a common method for junior mining companies under TSXV rules, subject to securities law and exchange policies. The regulatory framework balances minority shareholder protection with efficient capital access for junior exploration firms.