Subject: Taranis Resources Inc. - News Release
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File: '\\swfile\EmailIn\20250722 100432 Attachment tro july 22 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
July 22, 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\20250722 100434 Attachment TRO JULY 22 2025 NR.docx'
2
FOR IMMEDIATE RELEASE
Taranis Resources Inc.
681 Conifer Lane
Estes Park, Colorado
80517
www.taranisresources.com
TARANIS RESOURCES INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Estes Park, Colorado, July 22, 2025 - Taranis Resources Inc. ("Taranis" or the "Company") [TSX.V: TRO, OTCQB: TNREF] announces that it has closed the private placement announced June 20, 2025 for total proceeds of $373,085.
The private placement consisted of the sale of a total of 2,072,693 units at a price of $0.18 each, each unit consisting of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 until July 21, 2027.
All of the shares issued pursuant to this private placement, including any shares that may be issued pursuant to the exercise of the warrants, are subject to a hold period in Canada until November 22, 2025. The proceeds from this private placement 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.
An insider of the Company purchased a total of 572,000 units pursuant to the private placement. The participation of this insider in the private placement constituted 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 has relied 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 private placement does 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 is the principal of John J. Gardiner &
Associates, LLC which operates in British Columbia under Firm Permit Number 1002256. Mr. Gardiner is the President and CEO of Taranis Resources Inc.
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.
Taranis currently has 102,421,487 shares issued and outstanding (119.972,613 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: (303) 716-5922 Cell: (720) 209-3049 johnjgardiner@earthlink.net
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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