Mr. Graham Keevil reports

TAJIRI COMPLETES SHARES FOR DEBT TRANSACTIONS

Tajiri Resources Corp., further to its news release dated Jan. 27, 2025, has completed its previously announced share-for-debt transactions. An aggregate of 4,030,640 common shares of the company have been issued to certain officers and a service provider in settlement of outstanding indebtedness totalling $201,532, representing fees owed to such parties. The debt shares were issued at a deemed price of five cents in accordance with the policies of the TSX Venture Exchange. Furthermore, the debt shares issued pursuant to the share-for-debt transactions 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.

Of the total $201,532 of debt converted, $120,000 represents amounts owed to insiders of the company who participated in the share-for-debt transactions. The participation of certain insiders, being related parties of the company, means that the share-for-debt transactions are 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 has completed the share-for-debt transactions in reliance on exemptions from the formal valuation and minority approval requirements of MI 61-101. In particular, the share-for-debt transactions are exempt from the formal valuation requirement under Section 5.4 of MI 61-101 pursuant to Section 5.5(b), as the company is not listed on a specified market as defined in MI 61-101. The share-for-debt transactions are also exempt from the minority approval requirement under Section 5.6 pursuant to Section 5.7(1)(a), as the fair market value of the shares issued to related parties does not exceed 25 per cent of the company's market capitalization.

The company also reports that it has issued 7.25 million stock options to officers, directors, employees and consultants of the company, in accordance with the provisions of the company's stock option plan, subject to the approval of the TSX Venture Exchange. Each option entitles the holder to purchase one common share of the company at an exercise price of five cents for a five-year period, expiring May 21, 2030.

Insiders' participation in the foregoing grant of securities constitutes a related party transaction, as defined under MI 61-101, Protection of Minority Security Holders in Special Transactions. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities acquired by the insiders nor the consideration for the securities paid by such insiders exceeds 25 per cent of the company's market capitalization.

About Tajiri Resources Corp.

Tajiri Resources 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 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.

We seek Safe Harbor.