Mr. Graham Keevil reports
TAJIRI PROVIDES UPDATE ON PRIVATE PLACEMENT AND YONO PROPERTY ACQUISITION
Tajiri Resources Corp. has received conditional acceptance from the TSX Venture Exchange and has closed the first tranche of its previously announced non-brokered private placement offering of units previously announced Sept. 23, 2024.
The first tranche of the offering consisted of 9.9 million units priced at five cents per unit for aggregate gross proceeds of $495,000. Each unit consisted of one common share and one common share purchase warrant. Each warrant is exercisable by the holder to acquire one common share at a price of 10 cents until Oct. 4, 2027, subject to the acceleration right (as defined herein). If, following the date hereof, the closing price of the company's common shares on the TSX-V for any 10 consecutive trading days equals or exceeds 25 cents, the company has the right, upon providing written notice to the holders of warrants, to accelerate the expiry date of the warrants to the date that is 30 days following the date of such notice, which may provided by way of a news release. In connection with the offering, the company paid a total of $32,550 cash and issued 651,000 warrants to certain finders in consideration for introducing certain purchasers to the company. Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the first tranche of the offering will be subject to a four-month hold period.
The company intends to utilize the net proceeds from the offering for the exploration and development of the company's mineral properties and for general working capital purposes. Additionally, a portion of the proceeds raised pursuant to the first tranche of the offering will be used to complete various requirements associated with the company's proposed acquisition of the Yono gold property, previously announced July 18, 2024. Specifically, the company will use proceeds to complete an independent report for the project prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects. Proceeds will also be used for the completion of various documents, legal fees, mailing and other corporate costs related to the project acquisition. Total costs to the company are anticipated to be $30,000. None of the proceeds from the second tranche of the offering will be used for the project acquisition, and the offering remains subject to final TSX-V and regulatory approvals.
The company is working to satisfy the TSX-V requirements for the acquisition of the project under Section 5.7 of TSX-V Policy 5.3. To obtain final approval from the TSX-V, the company will submit the technical report and a financial plan demonstrating sufficient resources to cover obligations for six months postclosing and the first phase of the recommended work program. Evidence supporting the transaction's valuation will also be provided, either through the company's justification of consideration or via disinterested shareholder approval.
The transaction agreements governing the acquisition of the project have been filed with the TSX-V and any material changes will require further TSX-V approval. Required personal information forms for certain insiders have been acknowledged by the TSX-V, with final closing subject to their completion and clearance. A legal title opinion confirming Nebula Resources Inc.'s authority to transfer the project interest will also be required.
The company will provide status updates through follow-up news releases at 30-day and 90-day intervals. Final TSX-V approval will also require a closing news release and disinterested shareholder approval, including resolutions from disinterested directors. The remaining filing fee of $14,700 will be remitted to the TSX-V.
About Tajiri Resources Corp.
Tajiri Resources is a junior gold exploration and development company with exploration assets located in two of the worlds least explored and highly prospective greenstone belts of Burkina Faso, West Africa, and Guyana, South America. Led by a team of industry professionals with a combined 100-plus years of experience the company continues to generate shareholder value through exploration.
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