Mr. Richard Creitzman reports
TANTALEX LITHIUM ANNOUNCES CLOSING OF DEBT SETTLEMENT
Further to Tantalex Lithium Resources Corp.'s news release dated April 14, 2025, it has settled outstanding bona fide debts in the aggregate amount of $700,610 with Simon Collins, Vanomet Holding AG and Lebeuf Legal Inc. through the issuance of securities.
The debt settlement with Mr. Collins and Vanomet was pursuant to cash advances received in exchange for being issued common shares of the corporation. The common shares were issued at a deemed price of 2.5 cents per common share. The cash advances were unsecured and do not bear any interest. Pursuant to the terms of the debt settlement, the corporation issued 17,501,400 common shares to Mr. Collins for the cash advance of $437,535 ($315,000 (U.S.)) and 9,723,000 common shares to Vanomet for the cash advance of $243,075 ($175,000 (U.S.)).
The applicable exchange rate for the debt settlement is $1.00 (U.S.) equals $1.3890.
The debt settlement with Lebeuf Legal is pursuant to the settlement of $20,000 of payables owed to Lebeuf Legal for legal services rendered by Lebeuf Legal. The corporation issued 800,000 common shares to Lebeuf Legal at a deemed price of 2.5 cents per common share. The corporation has decided to settle the debts by issuing an aggregate 28,024,400 common shares in order to preserve its cash for other obligations.
This debt settlement transaction constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), as Mr. Collins is a director and a significant shareholder, Vanomet is a significant shareholder and Lebeuf Legal is a legal services provider to the corporation controlled by Michel Lebeuf who is the corporate secretary of the corporation. 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 debt settlement as the details of the debt settlement were not settled until shortly prior to the conclusion of the debt settlement, and the corporation wished to complete the debt settlement 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 Section 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves each of the significant shareholders, is not more than 25 per cent of the corporation's market capitalization. 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 each of the significant shareholders, is not more than 25 per cent of the corporation's market capitalization. The debt settlement was previously approved by the board of directors of the corporation, including disinterested directors. No special committee was established in connection with the transaction, and no materially contrary view was expressed or made by any director.
The common shares issued pursuant to the debt settlement are 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.
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