VANCOUVER, BC, Jan. 27,
2025 /CNW/ - Tajiri Resources Corp. (the
"Company") (TSXV: TAJ) is pleased to announce that it has
agreed issue an aggregate of 4,030,640 common shares of the Company
(the "Debt Shares") to certain of its officers and a service
provider in exchange for the cancellation of $201,532 of outstanding debt relating to fees
owing to said recipients. The Debt Shares are being issued at
deemed price of $0.05 per Debt Share
(the "Shares for Debt Transaction"). The Board of Directors
of the Company has determined that the Shares for Debt Transaction
is in the best interests of the Company.
Of the total $201,532 debt being
converted, $120,000 represents
amounts owed to insiders of the Company who are participating in
the Shares for Debt Transaction. The participation of certain
insiders, being "related parties" of the Company means that the
Shares for Debt Transaction is considered to be a "related party
transaction" of the Company for purposes of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company may, however,
complete the Shares for Debt Transaction in reliance on exemptions
available under MI 61-101 from the formal valuation and minority
approval requirements of MI 61-101. Specifically, the Shares for
Debt Transaction is exempt from the formal valuation requirement in
Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101
as the Company is not listed on a specified market within the
meaning of MI 61-101. Additionally, the Shares for Debt Transaction
is exempt from the minority approval requirement in Section 5.6 of
MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as
neither the fair market value of the subject matter of, nor the
fair market value of the consideration for, the Shares for Debt
Transaction insofar as it involves (or is expected to involve)
"interested parties", exceeds 25% of the Company's market
capitalization.
Closing of the Shares for Debt Transaction is subject to
customary closing conditions, including the approval of the TSX
Venture Exchange ("TSXV"). The Debt Shares to be issued
pursuant to the Shares for Debt Transaction will be subject to a
hold period of four months and one day following the date of
issuance, in accordance with applicable securities laws and TSXV
policies.
The Company is also pleased to provide an update on the
acquisition of the Yono Gold Property (the "Project"), as
outlined in its news release dated October
9, 2024. To clarify, the transaction has not yet closed, no
payments or other consideration have been made, and the Company
does not currently hold any ownership interest in the property. The
Company is actively working to satisfy all TSXV requirements to
secure final approval.
The acquisition of the Project involves issuing shares to
certain insiders of the Company who are participating in the
transaction. As these individuals are classified as "related
parties" under MI 61-10, the transaction is considered a "related
party transaction." The Company intends to rely on exemptions
available under MI 61-101, which allow the transaction to proceed
without a formal valuation or minority shareholder approval.
Specifically, the Project qualifies for an exemption from the
formal valuation requirement under Section 5.5(b) of MI 61-101, as
the Company is not listed on a specified market. It is also exempt
from the minority approval requirement under Section 5.7(1)(a) of
MI 61-101, as the fair market value of the transaction and any
consideration involving "interested parties" represent less than
25% of the Company's market capitalization.
The Company remains fully committed to advancing the Project in
compliance with all regulatory requirements and will provide timely
updates as further progress is made.
On Behalf of the Board,
Tajiri Resources Corp.
Graham Keevil,
President &
CEO
About Tajiri Resources Corp.
Tajiri Resources Corp. is a junior gold exploration and
development company with exploration assets located in two of the
worlds least explored and highly prospective greenstone belts of
Burkina Faso, West Africa and Guyana, South
America. Led by a team of industry professionals with a
combined 100 plus years' experience the Company continues to
generate shareholder value through exploration
www.tajirigold.com
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation, including but not limited to receiving the
approval of the TSXV for the Shares for Debt Transaction. All
statements, other than statements of historical fact, are
forward-looking statements and are based on expectations, estimates
and projections as at the date of this news release. Any statement
that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain
actions, events or results "may" or "could", "would", "might" or
"will" be taken to occur or be achieved) are not statements of
historical fact and may be forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking
statements. Forward-looking statements contained herein are
made as of the date of this news release and the Company disclaims,
other than as required by law, any obligation to update any
forward-looking statements whether as a result of new information,
results, future events, circumstances, or if management's estimates
or opinions should change, or otherwise.
There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, the reader is cautioned not to place undue reliance on
forward-looking statements.
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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
release.
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SOURCE Tajiri Resources Corp.
