Tombill completes strategic investment and royalty deal with Dynamo Metals
Key facts
- C$579K PP
- C$0.02/unit
- +1 wt @ C$0.05 / 36mo
Toronto, Ontario--(Newsfile Corp. - June 18, 2026) - Tombill Mines Limited (TSXV: TBLL) (the " Company " or " Tombill ") is pleased to announce that it has completed a non-brokered private placement and a concurrent royalty sale to Dynamo Metals (" Dynamo ") for aggregate gross proceeds of approximately C$829,011 (together, the " Transaction "). The Transaction comprises (i) the issuance of units of the Company for gross proceeds of C$579,011 and (ii) the sale of a 1% net smelter return royalty (the " NSR ") for C$250,000. Concurrently, Tombill has created for its own account a separate 1% NSR substantially on the same terms and with a tag-along right in the event Dynamo transacts its NSR.
Private Placement of Units The private placement consisted of 28,950,546 units of the Company (each, a " Unit ") at a price of C$0.02 per Unit for gross proceeds of approximately 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 ownership 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. A copy of the Investor Rights Agreement will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca . 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 realise or transact its NSR, whether on a standalone basis or as part of a portfolio, Tombill has the right to include (tag on) its Tombill Royalty in that transaction on equivalent terms.
Use of Proceeds and Closing The Company intends to use the proceeds of the Transaction for working capital and field work in 2026, 2027 and 2028. It is anticipated that more than 10% of the gross proceeds will be used for field work on the Geraldton property. None of the proceeds will be used for payments to persons conducting investor relations activities.
Completion of the Transaction is subject to the acceptance of the TSX Venture Exchange (the " TSXV "). The securities issued under the private placement are subject to a hold period of four months and one day from the date of closing, in addition to any contractual lock-up under the Investor Rights Agreement. No commission or finder's fee was paid in connection with the Transaction.
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