Tocvan Ventures Corp entered into a term sheet and arranged a non-brokered private placement to issue aggregate of 6,428,571 units at a price of CAD 0.35 per unit, for aggregate gross proceeds of up to CAD 2,250,000 on April 10, 2024. The offering consists of Institutional Offering of 4,285,714 Units at issue price CAD 0.35 per unit, for gross proceeds of up to CAD 1,499,999.9 and Non-Brokered Offering of 2,142,857 Units at issue price CAD 0.35 per unit, for gross proceeds of up to CAD 749,999.95. Each Unit will consist of one common share of the Company and one share purchase warrant.

Each Unit Warrant entitling the holder to purchase one additional Common Share at a price of CAD 0.50 per Unit Warrant Share, for a period of thirty six months from the date of issue. Closing of the Offerings is subject to several conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange. The Investor will receive a corporate finance fee of CAD 105,000, payable via the issuance of 300,000 Common Shares and related Warrants.

The Units issued to the Investor under the Institutional Offering will be subject to the terms of an escrow agreement. The Company will receive CAD 62,500 per month from the closing date of the Institutional Offering over the next 24 months. The first tranche of the Institutional Offering for gross proceeds of $1,500,000 is expected to close on or before April 22, 2024, and will consists of the issuance of 4,285,714 Units.