Subject: Taranis Resources Inc. - News Release
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File: '\\swfile\EmailIn\20250620 100446 Attachment tro june 20 2025 ltr.docx'
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* denotes a Personal Law Corporation
TUPPER JONSSON & YEADON
BARRISTERS & SOLICITORS
An Association of Lawyers and law corporations
CARL R. JONSSON* LEE S. TUPPER* 1710 - 1177 West hastings street
GLENN R. YEADON* Vancouver, b.c., canada
JEFFREY T. K. FRASER* V6E 2L3
Tel: (604) 683-9262 Local 118
Direct Line: (604) 640-6355
Fax: (604) 681-0139
Email yeadon@securitieslaw.bc.ca
REPLY ATTENTION OF: GLENN R. YEADON
OUR FILE: 46422
June 20, 2025 BY EMAIL
Canada Stockwatch
Vancouver, B.C.
By Email: to news@stockwatch.com
Market News Publishing, Inc.
Vancouver, B.C.
By Email: to news@baystreet.com
Dear Sirs:
RE TARANIS RESOURCES INC.
We are the solicitors for the above-mentioned company, and are enclosing a copy of its News Release of even date, which we would ask that you disseminate pursuant to the TSX Venture Exchange's requirements, as well as for distribution in the normal fashion. (Please note that we will be handling the SEDAR+ filing of this News Release.)
Yours very truly,
TUPPER JONSSON & YEADON
"Glenn R. Yeadon"
Glenn R. Yeadon
GRY/ss
Enclosure
c: Taranis Resources Inc. - via email
Attention: John J. Gardiner, President
tnm@northernminer.com
vancouver@northernminer.com
British Columbia Securities Commission - via SEDAR
Alberta Securities Commission - via SEDAR
Ontario Securities Commission - via SEDAR
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File: '\\swfile\EmailIn\20250620 100448 Attachment tro june 20 2025 nr.docx'
2
FOR IMMEDIATE RELEASE
Taranis Resources Inc.
681 Conifer Lane
Estes Park, Colorado
80517
www.taranisresources.com
Taranis Announces Private Placement
Not for dissemination or distribution in the United States and not for distribution to United States Newswire services
Estes Park, Colorado, June 20, 2025 - Taranis Resources Inc. ("Taranis" or the "Company") [TSX.V: TRO, OTCQB: TNREF] is pleased to announce a non-brokered private placement (the "Offering") of the sale of up to 3,000,000 units (the "Units") at a price of $0.18 per Unit, with each Unit to consist of one common share and one non-transferable share purchase warrant (each a "Warrant"), with each Warrant to entitle the holder to purchase one additional common share at a price of $0.25 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 brokers' 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 brokers' commissions are subject to TSX Venture Exchange 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" ("MI 61-101"). 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% of Taranis's market capitalization.
Qualified Person
Exploration activities at Thor are overseen by John Gardiner (P. Geo.), who is a Qualified Person under
the meaning of Canadian National Instrument 43-101. John Gardiner, P.Geo. is a principal of John J. Gardiner & Associates, LLC, which operates in British Columbia under Firm Permit Number 1002256.
For additional information on Taranis or its 100%-owned Thor project in British Columbia, visit www.taranisresources.com
Taranis currently has 100,348,794 shares issued and outstanding (113,827,227) shares on a fully-diluted basis).
TARANIS RESOURCES INC.
Per: John J. Gardiner (P. Geo.),
President and CEO
For further information contact:
John J. Gardiner
681 Conifer Lane
Estes Park, Colorado
80517
Phone: (720) 209-3049
johnjgardiner@earthlink.net
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
This News Release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from expected results.
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