Mr. Matthew Wood reports
ARANJIN RESOURCES ANNOUNCES PRIVATE PLACEMENT AND DEBT SETTLEMENT
Aranjin Resources Ltd. proposes to undertake a non-brokered private placement of up to 8,125,000 units, at a purchase price of eight cents per unit, to raise total gross proceeds of up to $650,000. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company at a price of 10.5 cents at any time on or before that date that is 24 months after the closing date of the offering. The company anticipates that $151,323 of the aggregate $650,000 offering amount will comprise loan proceeds previously advanced to Aranjin, which are not new funds, and will be converted into units under the offering, subject to the approval of the TSX Venture Exchange.
The net proceeds received from the sale of the units will be used to maintain the company's projects in southern Australia and Mongolia and for general working capital. The units will be offered to qualified investors in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The company may pay finders' fees to eligible finders in connection with the offering, subject to compliance with applicable securities laws and the policies of the TSX-V.
The company further announces that it has negotiated debt settlements with certain arm's-length creditors. Pursuant to the debt settlement and subject to acceptance by the TSX-V, the company has agreed to settle an aggregate amount of $219,100 in debt, in consideration for which it will issue an aggregate of 2,738,750 common shares of the company at a deemed price of eight cents per share.
All securities issued and sold under the offering and issued in relation to the debt settlement will be subject to a hold period expiring four months and one day after the date of issuance in accordance with applicable securities laws and the policies of the TSX-V. Completion of the offering and debt settlement, and the payment of any finders' fees, remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX-V.
Related party transaction
In connection with the offering, certain insiders of the company, including officers and directors, intend to subscribe for 1,891,538 units. The acquisition of the units by insiders in connection with the offering will be considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, requiring the company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available because no securities of the company are listed on specified markets, including the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or any stock exchange outside of Canada and the United States, other than the alternative investment market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC. The company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the offering by the insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. It is likely the company will not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering as the company wishes to close the offering in an expeditious manner.
We seek Safe Harbor.
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