Mr. John Gardiner reports
TARANIS ANNOUNCES PRIVATE PLACEMENT
Taranis Resources Inc. has arranged a non-brokered private placement of the sale of up to three million units at a price of 18 cents per unit, with each unit to consist of one common share and one non-transferable share purchase warrant, with each warrant to entitle the holder to purchase one additional common share at a price of 25 cents for a period of 24 months from closing.
The proceeds from the offering will be used to incur further exploration expenses at the company's Thor property in southeastern British Columbia as well as for working capital purposes. (See the company's June 9, 2025, news release regarding the status of the company's exploration activities at its Thor property.)
Finders' fees or broker commissions may be paid in accordance with TSX Venture Exchange policy. All securities issued as part of the offering will be subject to a hold period in Canada of four months and one day from the closing of the offering. The offering and the payment of any finders' fees or broker commissions are subject to TSX-V acceptance.
Taranis anticipates that insiders may subscribe for a portion of the offering. The participation of insiders in the offering would constitute a related party transaction, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Taranis intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the offering would not exceed 25 per cent of Taranis's market capitalization.
Qualified person
Exploration activities at Thor are overseen by John Gardiner, PGeo, who is a qualified person under
the meaning of National Instrument 43-101. Mr. Gardiner is a principal of John J. Gardiner & Associates LLC, which operates in British Columbia under firm permit No. 1002256.
We seek Safe Harbor.
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