Mr. Graham Keevil reports

TAJIRI ANNOUNCES SHARES FOR DEBT TRANSACTION AND PROVIDES UPDATE ON YONO PROPERTY ACQUISITION

Tajiri Resources Corp. has agreed to issue an aggregate of 4,030,640 common shares of the company to certain of its officers and a service provider in exchange for the cancellation of $201,532 of outstanding debt relating to fees owing to said recipients. The debt shares are being issued at a deemed price of five cents per debt share. Th board of directors of the company has determined that the shares-for-debt transaction is in the best interests of the company.

Of the total $201,532 debt being converted, $120,000 represents amounts owed to insiders of the company who are participating in the shares-for-debt transaction. The participation of certain insiders, being related parties of the company, means that the shares-for-debt transaction is considered to be a related-party transaction of the company for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company may, however, complete the shares-for-debt transaction in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the shares-for-debt transaction is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed on a specified market within the meaning of MI 61-101. Additionally, the shares-for-debt transaction is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the shares-for-debt transaction insofar as it involves (or is expected to involve) interested parties exceeds 25 per cent of the company's market capitalization.

Closing of the shares-for-debt transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange. The debt shares to be issued pursuant to the shares-for-debt transaction will be subject to a hold period of four months and one day following the date of issuance in accordance with applicable securities laws and TSX Venture Exchange policies.

The company is also pleased to provide an update on the acquisition of the Yono gold property as outlined in its news release dated Oct. 9, 2024. To clarify, the transaction has not yet closed, no payments or other consideration have been made, and the company does not currently hold any ownership interest in the property. The company is actively working to satisfy all TSX-V requirements to secure final approval.

The acquisition of the project involves issuing shares to certain insiders of the company who are participating in the transaction. As these individuals are classified as related parties under MI 61-10, the transaction is considered a related-party transaction. The company intends to rely on exemptions available under MI 61-101, which allow the transaction to proceed without a formal valuation or minority shareholder approval. Specifically, the project qualifies for an exemption from the formal valuation requirement under Section 5.5(b) of MI 61-101, as the company is not listed on a specified market. It is also exempt from the minority approval requirement under Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction and any consideration involving interested parties represent less than 25 per cent of the company's market capitalization.

The company remains fully committed to advancing the project in compliance with all regulatory requirements and will provide timely updates as further progress is made.

About Tajiri Resources Corp.

Tajiri is a junior gold exploration and development company with exploration assets located in two of the world's least explored and highly prospective greenstone belts: Burkina Faso, West Africa, and Guyana, South America. Led by a team of industry professionals with a combined 100-plus years experience, the company continues to generate shareholder value through exploration.

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