Tinka Resources Limited (TSX-V: TK) (OTCQB: TKRFF)  announces the closing of its previously announced non-brokered private placement financing of units. Pursuant to the closing of the Offering, the Company issued 51,918,181 Units at a price of C$0.275 per Unit for gross proceeds of C$14,277,500. Each Unit comprises one common share and one-half of one common share purchase warrant. Each Warrant entitles the holder to purchase one additional Share of the Company at an exercise price of C$0.40 for a period of thirty-six (36) months from the closing of the Offering. The Company is also pleased to announce that in connection with the Offering, Mr. Brandon Macdonald has been appointed as Executive Chairman of the Company.

The Company plans to use the net proceeds from the Offering to fund an initial drill program at the Silvia gold-copper project, resource expansion at Ayawilca including targeting of high-grade zinc mineralization, and for corporate and general working capital purposes. The Company paid aggregate finders’ fees of C$118,933.50 to arm’s length third parties on a portion of the Offering, including C$14,850 to Taylor Collison Limited, a non-Canadian registrant.

Mr. Brandon Macdonald, Executive Chairman, stated: “With the financing closed, a new chapter begins for a reinvigorated Tinka. I am excited for not just expanding and advancing the world-class Ayawilca zinc-silver-tin project, but also the imminent start of the first ever drill program at the highly compelling Silvia gold-copper project. Big things are coming for Tinka, and I’m proud to be part of the team making it happen.”

Certain directors and officers of the Company participated in the Offering and purchased an aggregate of 2,520,909 Units. Participation of the directors and directors in the Offering constituted a “related party transaction” as defined under Multilateral Instrument 61‐101 Protection of Minority Security Holders in Special Transactions, but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company’s market capitalization. The Company obtained approval by the board of directors of the Company to the Offering, with each interested director declaring and abstaining from voting on the resolutions approving the Offering with respect to their participation in the Offering. None of the Company’s directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time. In connection with the Offering, certain parties elected not to exercise their pro rata participation rights.

All securities issued in connection with the Offering are subject to a statutory four-month hold period, expiring on February 4, 2026. The Offering is subject to final approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Tinka Resources Limited

Tinka is an exploration and development company with its flagship property being the 100%-owned Ayawilca zinc-silver-tin project in central Peru, and is also exploring the nearby Silvia gold-copper project. Mineral Resources at Ayawilca include the Zinc Zone which has an estimated Indicated Mineral Resource of 28.3 Mt grading 5.8% zinc, 16.4 g/t silver, 0.2% lead and 91 g/t indium, and an Inferred Mineral Resource of 31.2 Mt grading 4.2% zinc, 14.5 g/t silver, 0.2% lead and 45 g/t indium. The Tin Zone at Ayawilca has an estimated Indicated Mineral Resource of 1.4 million tonnes grading 0.72% tin and an Inferred Mineral Resource of 12.7 Mt grading 0.76% tin. The Company filed a NI 43-101 technical report on an updated PEA for the Ayawilca Project on April 15, 2024 (link to NI 43-101 report here). Dr. Graham Carman, Tinka’s President and CEO, has reviewed, verified and approved the technical contents of this release. Dr. Carman is a Fellow of the Australasian Institute of Mining and Metallurgy, and is a Qualified Person as defined by National Instrument 43-101.