Tempus Closes Non-Brokered Private Placement

Perth, Australia--(Newsfile Corp. - December 23, 2022) - Tempus Resources Ltd (ASX: TMR) (TSXV: TMRR) ("Tempus" or the "Company") is pleased to announce that further to the non-brokered private placement previously announced on 29 November 2022 and on 5 December 2022, it has raised approximately C$680,100 (A$747,939) through the issue of 3,000,000 units of the Company (the "Units") at a price of C$0.05 per Unit, and 8,835,000 flow-through units of the Company (the "FT Units") at a price of $C0.06 per FT Unit (the "Offering").

Commenting on the Offering, President and Chief Executive Officer, Jason Bahnsen, said: "This placement tops up our existing funds and ensures that Tempus is fully funded through to the beginning of the 2023 exploration program at the Elizabeth Gold Project."

Each FT Unit consists of one ordinary share of the Company (each, a "Share") to be issued on a "flowthrough share" basis within the meaning of the Income Tax Act (Canada) (the "FT Shares") and one ordinary share purchase warrant of the Company (each, a "Warrant"). FT Shares provide tax credits for investors for qualifying mining and exploration activities. The proceeds for the sale of the FT Shares will be used to incur eligible Canadian exploration expenses related to the exploration of the Company's Blackdome-Elizabeth Gold Project in British Columbia, Canada. The net proceeds from the Offering will be used for expenditures on the Company's exploration projects and for ‎general corporate purposes. ‎

Each Unit consists of one Share (each, a "Unit Share") and one ‎Warrant. The Warrants issued as part of the FT Units and Units will entitle the holder thereof to purchase one Share at a price of C$0.09 for a period of 24 months from the date of issue.‎

Red Cloud Securities Inc. ("Red Cloud") acted as a finder on behalf of the Company under the Offering. As consideration, the Company paid Red Cloud cash finder's fees of C$35,007 and issued to Red Cloud Mining (the parent company of Red Cloud) 618,450 broker warrants‎ ("Broker Warrants"). Each Broker Warrant is exercisable into one Share at a price of C$0.06 per Share for a period of 24 months following the date of issue. Canaccord Genuity Corp‎. also received a cash finder's fee of $1,050.

The FT Shares, Unit Shares, and all Shares issuable on the exercise of the Warrants will be subject to a hold period expiring four months and one day from their date of issuance. The Offering was completed utilising the Company's available capacity under ASX Listing Rule 7.1.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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

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

About 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 southeast 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 successfully achieve business objectives, expectations for other economic, business, and/or competitive factors; intended use of proceeds; any implied benefits from the Private Placement; and the future exercise of the Warrants and Broker Warrants (if at all). 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 ended September 30, 2022 dated November 14, 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.

NOT FOR DISSEMINATION OR DISTRIBUTION INTO THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/149431