Tempus Completes Private Placement and Australian Entitlement Offer Raising A$4.9M

PERTH, AUSTRALIA / ACCESSWIRE / September 16, 2022 / Tempus Resources Ltd ("Tempus" or the "Company") (ASX:TMR)(TSXV:TMRR)(OTCQB:TMRFF) is pleased to announce it has completed the previously announced non-brokered private placement (the "Private Placement") and pro- rata non-renounceable entitlement offer (the "Entitlement Offer") raising total gross proceeds of approximately A$4.9 million.

The Private Placement

On August 4, 2022, the Company closed the Private Placement raising gross proceeds of approximately A$1.02 million‎ through the issuance of 20,338,885 fully paid ‎ordinary shares in the Company (the "Placement Shares") at a price of A$0.05 per Placement Share, together with one new free attaching option for every Placement Share subscribed for and issued (the "Placement Options").

The Placement Shares have been issued under the Company's existing Private Placement capacity under Australian Securities Exchange (the "ASX") Listing Rules 7.1. The Placement Shares rank equally with existing fully paid ordinary shares of the Company.

The Placement Options are exercisable by the holder thereof to acquire one (1) fully paid ordinary share of the Company at price of A$0.075 on or before the date that is three (3) years from their date of issue. The Placement Options are intended to be listed on the ASX and commence trading on 30 September 2022 subject to the Company obtaining shareholder approval of their issue at its upcoming general meeting.

The Entitlement Offer

On August 29, 2022, the Company closed its pro-rata non-renounceable entitlement offer ("Entitlement Offer") to Australian and New Zealand domiciled shareholders of 1 fully paid ordinary share ("Share") for every 2 Shares held at an issue price of A$0.05 per Share, together with 1 free attaching option for every new Share issued ("Entitlement Option") raising approximately A$3.9 million. The Entitlement Options entitle the holder to purchase one ordinary share at an exercise price of A$0.075 for a period of 36 months from the date of issue.

The Entitlement Offer was strongly supported by eligible shareholders who applied for 38,148,166 shares raising gross proceeds of A$1,907,408. Eligible shareholders who applied for their full entitlement under the Entitlement Offer were also able to apply for new shares in excess of their entitlement, through the shortfall offer ("Shortfall Offer"), which closed on September 6, 2022. Subscribers to the Shortfall Offer applied for 39,817,561 new shares raising gross proceeds of A$1,990,878.

The Entitlement Options are exercisable by the holder thereof to acquire a fully paid ordinary share of the Company at price of A$0.075 on or before the date that is three (3) years from their date of issue.

The Entitlement Shares have been issued pursuant to a disclosure document issued under section 713 ‎of the Corporations Act 2001 (Cth).‎ The pricing and terms of the Entitlement Offer has been set so that the eligible shareholders can obtain new shares at the same price and terms as subscribers under the Private Placement.

The Entitlement Options commended trading on the ASX on 5 September under the ticker code "TMRO".

The Entitlement Offer was partially underwritten by Mr. Alexander Molyneux, a director of the Company ("Underwriter"), for the amount of A$125,000. Accordingly, the Underwriter was issued 2,500,000 new Shares (with 2,500,000 Entitlement Options) of the 39,817,561 Shares (and resulting Entitlement Options) under the shortfall under the Entitlement Offer in accordance with the underwriting arrangement summarised in section 6.5 of the Company's prospectus dated 5 August 2022. Non-Executive Director Melanie Ross has also taken up her entitlements under the Entitlement Offer.

Insiders of the Company were issued a total of 2,680,000 Shares and 2,680,000 ‎Entitlement Options. Melanie Ross, a director of the Company, was issued 180,000 ‎Shares and 180,000 Entitlement Options under the Entitlement Offer and Alexander ‎Molyneux, a director of the Company, was issued 2,500,000 Shares and ‎‎2,500,000 Entitlement Options in accordance with the underwriting arrangement. Such participation is considered a ‎‎"related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection ‎of Minority Security Holders in Special Transactions ("MI 61-101"). The related party ‎participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the ‎exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair ‎market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested parties, exceeded 25% of the Company's market capitalization.

Peloton Capital Pty Ltd and Aesir Capital Pty Ltd acted as joint lead managers (the "Joint Lead Managers") for the Private Placement and Entitlement Offer. The Company has paid total cash advisory / finders fees of A$147,003 plus 16,000,000 compensation options (which are subject to disinterested shareholder approval as well as TSX Venture Exchange approval) which entitle the holders thereof to acquire a fully paid ‎ordinary share at a price of A$0.075 per fully paid ‎ordinary share for a period of three (3) years from the date of issuance. The Company intends to apply for the quotation of the compensation options on the ASX.

Use of Proceeds

As set out in the Entitlement Issue Prospectus dated August 5, 2022, the Company intends to ‎use the proceeds from the Private Placement and the Entitlement Offer towards exploration activities at ‎the Company's projects in Canada and Ecuador as well as for general working capital ‎purposes.‎

This announcement has been authorised by the Board of Directors of Tempus Resources Ltd.

For further information:

TEMPUS RESOURCES LTD

Melanie Ross - Director/Company Secretary Phone: +61 8 6188 8181

About Tempus Resources Ltd

Tempus Resources Ltd ("Tempus") is a growth orientated gold exploration company listed on ASX ("TMR") and TSX.V ("TMRR") and OTCQB ("TMRFF") stock exchanges. Tempus is actively exploring projects located in Canada and Ecuador. The flagship project for Tempus is the Blackdome-Elizabeth Project, a high grade gold past producing project located in Southern British Columbia. Tempus is currently midway through a drill program at Blackdome-Elizabeth that will form the basis of an updated NI43-101/JORC resource estimate. The second key group of projects for Tempus are the Rio Zarza and Valle del Tigre projects located in south east Ecuador. The Rio Zarza project is located adjacent to Lundin Gold's Fruta del Norte project. The Valle del Tigre project is currently subject to a sampling program to develop anomalies identified through geophysical work.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Tempus's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the ability of Tempus to apply for quotation of the Placement Options and the compensation options on the ASX, obtain TSX Venture Exchange approval, intended use of proceeds and successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Tempus to control or predict, that may cause Tempus' actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein and the other risks and uncertainties disclosed under the heading "Risk and Uncertainties" in the Company's Management's Discussion & Analysis for the quarter and nine months ended March 31, 2022 dated May 16, 2022 filed on SEDAR. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Tempus believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.

The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Tempus does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Tempus or persons acting on its behalf are expressly qualified in its entirety by this notice.

Neither the ASX Exchange, the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Tempus Resources Ltd