Mr. Eric Allard reports

TANTALEX LITHIUM CLOSES DEBT SETTLEMENT AGREEMENTS AND ANNOUNCES A FURTHER SETTLEMENT

Further to Tantalex Lithium Resources Corp.'s news release dated Feb. 21, 2024, it has settled various outstanding debt in the amount of $5,526,398.40, effective Feb. 28, 2024.

The corporation owes International Cobalt Corp. (ICC) an amount of $5,324,275.30, which stems from multiple unsecured convertible debentures of principal amounts of $2.1-million (U.S.) and $800,000 entered into between the parties in 2018 and in 2020 bearing an interest rate of 4 per cent that became due in November of 2022, such debt is settled by issuing an aggregate of 106,485,506 common shares in the capital of the corporation at a price of five cents per common share and 50 million common shares purchase warrants, exercisable into 50 million common shares at a price of 10 cents for a period of 30 months from issuance (the ICC debt settlement).

Moreover, the corporation owes a consulting company and a news coverage and digital marketing service provider, $113,000 and $89,123.10, respectively. The corporation issued to each company, respectively, 2.26 million common shares at a price of five cents per common share and 1,782,462 common shares at a price of five cents per common share.

The board of directors has determined it is in the best interests of the corporation to settle the outstanding debt by the issuance of common shares and warrants in order to preserve the corporation's cash for general working capital purposes. The issuance resulted in a new insider of the corporation. The ICC debt settlement precludes ICC, together with any other voting or equity securities beneficially owned by the creditor, its associates and affiliates, directly or indirectly, from owning, or having control or direction over, 20 per cent or more of the issued and outstanding voting securities of the corporation on a non-diluted basis.

The common shares and warrants to be issued pursuant to the ICC debt settlement and services debt settlement will be subject to a hold period of four months and one day from the date of issuance.

Prior to the transactions, ICC did not own any securities of the corporation. After giving effect to the transactions, ICC owns, directly and indirectly, 106,485,506 common shares, representing approximately 14.74 per cent of the issued and outstanding common shares based on 718,645,821 common shares issued and outstanding of the corporation and 20.29 per cent on a partially diluted basis, based on 768,645,821 common shares issued and outstanding. Also, AfriMet Resources AG, the corporation's significant shareholder suffered a dilution as a result of the transactions without any action being taken by AfriMet. Immediately prior to the transactions, AfriMet owned 143,315,277 common shares of the corporation, which represented 23.54 per cent of the issued and outstanding common shares of the corporation on a non-diluted basis. Immediately following the transactions, AfriMet's ownership fell to 19.94 per cent of the issued and outstanding common shares of the corporation on a non-diluted basis.

This news release is being issued pursuant to National Instrument 62-103, persons who wish to obtain a copy of the early warning reports to be filed by International Cobalt Corp. and AfriMet Resources AG in connection with this transaction herein may obtain a copy of such reports from SEDAR+ or by contacting the person named herein.

Debt settlement with AfriMet

The corporation intends to settle its outstanding debt with AfriMet. The parties entered into a loan agreement on June 30, 2022, whereby AfriMet loaned a principal amount of $7,213,006.56 (U.S.), bearing an interest rate of 10 per cent per annum. Pursuant to the terms of this agreement, the interest accrued is payable during the term of the loan. The corporation intends to repay the interest accrued as at Dec. 31, 2023, in the amount of $1,084,915 (U.S.) ($1,464,635.56) into 29,292,711 common shares at a price of five cents per common share.

The board of directors has determined it is in the best interests of the corporation to settle the AfriMet debt by the issuance of common shares in order to preserve the corporation's cash for general working capital purposes.

This transaction constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as AfriMet is a significant shareholder. Pursuant to MI 61-101, the corporation will file a material change report providing disclosure in relation to each related party transaction on SEDAR+ under the corporation's issuer profile. The corporation did not file the material change report more than 21 days before the expected closing date of the AfriMet debt settlement as the details of the agreement were not settled until shortly prior to the conclusion of the agreement, and the corporation wished to sign the agreement on an expedited basis for sound business reasons. The corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves the significant shareholder, is not more than the 25 per cent of the corporation's market capitalization, and no securities of the corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the corporation is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves the controlling shareholder, is not more than the 25 per cent of the corporation's market capitalization.

Closing of the AfriMet debt settlement is subject to customary closing conditions and the corporation intends to close as soon as practicable. Upon closing, the corporation will make all necessary filings, including the filing of early warning report as required. The common shares to be issued pursuant to the AfriMet debt settlement will be subject to a hold period of four months and one day from the date of issuance.

About Tantalex Lithium Resources Corp.

Tantalex Lithium is an exploration and development stage mining company engaged in the acquisition, exploration, development and distribution of lithium, tin, tantalum and other high-tech mineral properties in Africa.

It is currently focused on operating its TiTan tin and tantalum concentrate plant and developing its lithium assets in the prolific Manono area in the Democratic Republic of the Congo; the Manono lithium tailings project and the Pegmatite Corridor exploration program.

We seek Safe Harbor.