Toachi Mining Increases Previously Announced Private Placement Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TORONTO, May 20, 2016 /CNW/ - Toachi Mining Inc. ("Toachi" or the "Company") (TSXV-TIM) is pleased to announce that it has amended the terms of its previously announced private placement offering (the "Offering") of units (the "Units") of the Company, announced on May 17, 2016. Under the amended terms of the Offering, Toachi and Beacon Securities Limited ("Beacon"), as lead agent and bookrunner, on its own behalf and on behalf of a syndicate of agents to be formed (the "Agents"), have agreed that up to 15,000,000 Units will be offered on a commercially-reasonable best efforts agency basis pursuant to private placement exemptions from prospectus requirements of applicable securities laws at a price of $0.20 per Unit for gross proceeds to the Company of up to $3,000,000.

Each Unit will be comprised of one common share (a "Common Share") of the Company and one-half of one common share purchase warrant (each full common share purchase warrant being, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price per Common Share of $0.30 for a period of 24 months following the closing date.

The Agents have also been granted an option (the "Agents' Option") to increase the size of the Offering by up to an additional 2,500,000 Units, exercisable in whole or in part by Beacon on behalf of the Agents at any time up to 48 hours prior to the closing date. In the event the Agents' Option is exercised in full, the aggregate gross proceeds to the Company will be up to $3,500,000.

The net proceeds from the Offering are intended to be used to advance the Company's La Plata gold-copper-silver-zinc volcanogenic massive sulphide property in Ecuador and for working capital and general corporate purposes. For additional information on the La Plata project, please visit Toachi's website at www.toachimining.com or www.sedar.com.

Closing of the Offering is expected to occur on or about the week of June 6, 2016 and is subject to receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a four month hold period plus one day in accordance with applicable Canadian securities laws, commencing on the closing date of the Offering.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About Toachi Mining Inc.

Toachi Mining brings a disciplined and veteran team of project managers together with a high grade gold-copper-silver-zinc project at La Plata in Ecuador. Toachi Mining is focused on and committed to the development of advanced stage mineral projects throughout the Americas using industry best practices combined with a strong social license from local communities. Toachi Mining has 18,849,937 shares issued and outstanding.

Forward Looking Statements

Certain statements contained in this news release constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company's financial condition and development plans do not change as a result of unforeseen events and that the Company obtains regulatory approval. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the Company as set forth in the Company's continuous disclosure filings filed under the Company's profile at www.sedar.com. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.

Neither TSX Venture Exchange nor its Regulation Services 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 Toachi Mining Inc.

For further information: Nick Tintor, President and CEO, Telephone: 416 987 0855, Email: ntintor@rgmi.ca


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