VANCOUVER, BC, Oct. 9, 2024 /CNW/ - Tajiri Resources Corp. (the "Company") (TSXV: TAJ) is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange ("TSXV") and has closed the first tranche of its previously announced non-brokered private placement offering of units (the "Offering") previously announced September 23, 2024.

The first tranche of the Offering consisted of 9,900,000 Units priced at $0.05 per Unit for aggregate gross proceeds of $495,000. Each Unit consisted of one common share (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each warrant is exercisable by the holder to acquire one Common Share at a price of $0.10 until October 4, 2027, subject to the Acceleration Right (as defined herein). If, following the date hereof, the closing price of the Company's common shares on the TSXV for any ten (10) consecutive trading days equals or exceeds $0.25, the Company has the right, upon providing written notice to the holders of Warrants, to accelerate the expiry date of the Warrants to the date that is thirty (30) days following the date of such notice, which may provided by way of a news release (the "Acceleration Right"). In connection with the Offering, the Company paid a total of $32,550 cash and issued 651,000 Warrants to certain finders in consideration for introducing certain purchasers to the Company. Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the first tranche of the Offering will be subject to a four (4) month hold period.

The Company intends to utilize the net proceeds from the Offering for the exploration and development of the Company's mineral properties and for general working capital purposes. Additionally, a portion of the proceeds raised pursuant to the first tranche of the Offering will be used to complete various requirements associated with the Company's proposed acquisition of the Yono Gold Property (the "Project"), previously announced July 18, 2024. Specifically, the Company will use proceeds to complete an independent report for the Project prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (the "Technical Report"). Proceeds will also be used for the completion of various documents, legal fees, mailing, and other corporate costs related to the Project acquisition. Total costs to the Company are anticipated to be $30,000. None of the proceeds from the second tranche of the Offering will be used for the Project acquisition, and the Offering remains subject to final TSXV and regulatory approvals.

The Company is working to satisfy the TSXV requirements for the acquisition of the Project under Section 5.7 of TSXV Policy 5.3. To obtain final approval from the TSXV, the Company will submit the Technical Report and a financial plan demonstrating sufficient resources to cover obligations for six months post-closing and the first phase of the recommended work program. Evidence supporting the transaction's valuation will also be provided, either through the Company's justification of consideration or via disinterested shareholder approval.

The transaction agreements governing the acquisition of the Project have been filed with the TSXV, and any material changes will require further TSXV approval. Required personal information forms for certain insiders have been acknowledged by the TSXV, with final closing subject to their completion and clearance. A legal title opinion confirming Nebula Resources Inc.'s authority to transfer the Project interest will also be required.

The Company will provide status updates through follow-up news releases at 30-day and 90-day intervals. Final TSXV approval will also require a closing news release and disinterested shareholder approval, including resolutions from disinterested directors. The remaining filing fee of $14,700 will be remitted to the TSXV.

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 expected size of the second tranche, the proposed use of proceeds of the Offering, the anticipated closing date of the second tranche of the Offering, the closing Project acquisition and receipt of the approvals required and related thereto. 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.

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.

SOURCE Tajiri Resources Corp.

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