Highlights

• Tesoro Gold Ltd has announced firm commitments for a placement of about A$40 million before costs, to advance.

• Tesoro says proceeds will go towards project development and permitting at the Ternera deposit, including completing the Definitive.

• Alongside the placement, Tesoro has signed a binding term sheet with Inversiones Marlin Limitada to acquire its free.

• The second tranche and the acquisition both depend on a shareholder vote, and neither is assured.

Tesoro Gold Ltd (ASX:TSO) — has announced firm commitments for a placement of about A$40 million before costs, to advance its El Zorro gold project in Chile. The company says the funds will support completion of a Definitive Feasibility Study and further drilling at the project.

Central development

The placement involves about 54.8 million new fully paid ordinary shares at A$0.73 each. Tesoro says commitments came from institutional, sophisticated and professional investors, including new and existing domestic and global institutions. Morgans Corporate Limited and Canaccord Genuity (Australia) are joint lead managers, with Argonaut Securities and Euroz Hartleys as co-managers.

The issue price is below recent trading levels. it is a 9.9 per cent discount to the last close of A$0.81 on 27 October 2026, and a discount to the five-day and ten-day volume-weighted average prices of A$0.854 and A$0.895.

Two tranches

The placement is split in two. Tranche 1 raises about A$32.8 million from up to 44.9 million shares, issued under Tesoro's existing placement capacity under ASX Listing Rules 7.1 and 7.1A. Settlement is scheduled for 4 November 2026, with trading expected from 5 November 2026.

Tranche 2 would raise about A$7.2 million from about 9.9 million shares and is subject to shareholder approval at an extraordinary general meeting expected in December 2026. Until that approval is received, the second tranche is a commitment, not completed funding.

Use of funds

Tesoro says proceeds will go towards project development and permitting at the Ternera deposit, including completing the Definitive Feasibility Study, resource expansion drilling aimed at extensions to the Ternera Mineral Resource, district-scale exploration of existing and new targets across the El Zorro District, and general working capital and costs of the placement. The announcement does not state the cash balance.

Minority interest acquisition

Alongside the placement, Tesoro has signed a binding term sheet with Inversiones Marlin Limitada to acquire its free carried five per cent interest in Tesoro Mining Chile SpA. The consideration is 11,682,850 new shares, which the company says represents about 4.7 per cent of issued capital after the placement. Half of those shares, 5,841,425, will be subject to six-month voluntary escrow.

Completion requires shareholder approval at the December meeting and other customary conditions. The company says its effective ownership of El Zorro would rise to 95.4 per cent. The announcement refers both to the Chilean subsidiary moving to full ownership and to the 95.4 per cent figure, and does not fully explain how the two relate.

The El Zorro project

Tesoro describes El Zorro as a district-scale gold project in Chile's Coastal Cordillera. The Ternera deposit is the core asset, and the company says it is the first Intrusive Related Gold System defined in Chile. The announcement refers to a Mineral Resource of about 1.8 million ounces, which it says was upgraded on 27 August 2026. A resource is not a reserve and does not demonstrate economic viability, which is the purpose of the feasibility study now being funded.

Risks and conditions

The second tranche and the acquisition both depend on a shareholder vote, and neither is assured. The new shares will dilute existing holders, and the feasibility study is yet to be delivered, so project economics, permitting outcomes and development funding beyond this raising are unconfirmed.

Next milestones

The dates given by the company are settlement of Tranche 1 on 4 November 2026, quoted trading of those shares from 5 November 2026, and the extraordinary general meeting in December 2026, when Tranche 2 and the acquisition will be put to shareholders. Tesoro is targeting delivery of the Definitive Feasibility Study by the end of 2026.