(TheNewswire)
Toronto, Ontario , April 29 th , 2024 – TheNewswire – Tantalex LithiumResources Corp. (CSE: TTX – FSE: DW8 – OTCQB: TTLXF) ( “ Tantalex ” orthe “ Corporation ” ) is pleased to announcea non-brokered private placement consisting of approximately117,090,857 common shares (the “ Common Shares ”) at a price of $0.035 per Common Share forgross proceeds of up to USD$3,000,000 (the “ Private Placement ”).
The number of Common Shares to be issued is subject to changedepending on the foreign exchange rate of the US currency to Canadiancurrency to be determined on the closing date. The Corporation may payfinder’s fees on a portion of the Private Placement, subject tocompliance with the policies of the Canadian Securities Exchange andapplicable securities legislation.
Certain insiders of the Corporation, including Mr. Simon Collins,director, may acquire Common Shares in the Private Placement. Anyparticipation by insiders in the Private Placement would constitute a“related party transaction" as defined under MultilateralInstrument 61-101 Protection of Minority Security Holders in SpecialTransactions (“ MI61-101 ”). However, the Corporation expects such participationwould be exempt from the formal valuation and minority shareholderapproval requirements of MI 61-101 as the fair market value of theCommon Shares subscribed for by the insiders, nor the considerationfor the Common Shares paid by such insiders, would exceed 25% of theCorporation’s market capitalization.
The proceeds of the Private Placement will be used for projectexpenditures related to the optimization of the TiTan tin and tantalumplant and for general working capital. All securities issued pursuantto the Private Placement will be subject to a four-month-and-one daystatutory hold period in accordance with applicable securities law.
The Common Shares being referred to in this news release have notbeen, nor will they be, registered under the United States (U.S.)Securities Act of 1933, as amended, and may not be offered or sold inthe U.S. or to, or for the account or benefit of, U.S. persons absentregistration or an applicable exemption from the registrationrequirements. This news release does not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any sale ofthe securities in any jurisdiction in which such offer, solicitationor sale would be unlawful.
Corporate Update – Appointment ofSenior Advisor
The Corporation is pleased to announce that it hasappointed Mr. Jan-Erik Back as a Senior Advisor on April25 th , 2024, through his company Galiant Partners LLP. GaliantPartners is a leading independent executive consulting firm focused onsupporting the development of high-potential mining companies.
Mr. Back has over 25 years of experience dedicated tothe global metals, mining and related sectors with significantexperience in Africa.
Most recently, Mr. Back was Head of Project andStructured Finance for Stifel, a global investment banking firm. Priorto Stifel, Mr. Back was Chief Investment Officer for EurasianResources Group, one of the world’s largest privately held miningand infrastructure groups with a major portfolio of assets in theDemocratic Republic of Congo.
Mr Back has also held senior executive positions at BTGPactual Commodites and Hatch. Mr Back has also acted as aNon-Executive Director of several mining companies including oneslisted on the TSX and ASX.
Eric Allard, the Corporation’s CEO comments“Jan-Erik brings decades of knowledge and experience to our team andhas proven DRC experience where our assets are located. Hiscontribution will be invaluable to the team.”
Corporate Update – Amendment of aGrid Promissory Note with AfriMet
The Corporation entered into a grid promissory note with itssignificant shareholder AfriMet Resources AG (“ AfriMet ”) on March 30, 2022, asfurther amended on August 1, 2023 (the “ GPN ”) to extend the maturity dateto March 30, 2024 and amend the interest rate. Effective March 30,2024, the parties agreed to amend the GPN for a second time in orderto extend the maturity date to July 20, 2024 (the “ Second Amending Agreement ”), andto align this date with the maturity date of another grid promissorynote entered into with AfriMet.
This transaction constitutes a “related party transaction” underMI 61-101, as AfriMet is a significant shareholder. Pursuant to MI61-101, the Corporation will file a material change report providingdisclosure in relation to each "related party transaction"on SEDAR+ under the Corporation’s issuer profile atwww.sedarplus.ca. The Corporation did not file the material changereport more than 21 days before the expected closing date of theSecond Amending Agreement as the details of the agreement were notsettled until shortly prior to the conclusion of the Second AmendingAgreement and the Corporation wished to sign same on an expeditedbasis for sound business reasons, with an effective date of March 30,2024. The Corporation is relying on exemptions from the formalvaluation and minority shareholder approval requirements availableunder MI 61-101. The Corporation is exempt from the formal valuationrequirement 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 thanthe 25% of the Corporation’s market capitalization, and nosecurities of the Corporation are listed or quoted for trading onprescribed stock exchanges or stock markets. Additionally, theCorporation is exempt from minority shareholder approval requirementin section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as thefair market value of the transaction, insofar as it involves thesignificant shareholder, is not more than the 25% of theCorporation’s market capitalization. The Second Amending Agreementwas previously approved by the Board of Directors of the Corporation,including disinterested directors. No special committee wasestablished in connection with the transaction, and no materiallycontrary view was expressed or made by any director.
About Tantalex Lithium Resources Corporation
Tantalex Lithium is an exploration and development stage miningcompany engaged in the acquisition, exploration, development anddistribution of lithium, tin, tantalum and other high-tech mineralproperties in Africa.
It is currently focused on operating its TiTan tin and tantalumconcentrate plant and developing its lithium assets in the prolificManono area in the Democratic Republic of Congo; The Manono LithiumTailings Project and the Pegmatite Corridor Exploration Program.
Cautionary Note Regarding Forward Looking Statements
This presentation includes certain statements that may be deemed forward looking statements. All statements in this document, other than statements of historical facts, which address future production, reserve potential, exploration activities and events or developments that the Company expects, are forward looking statements. Such forward-looking statements include, without limitation: (i) estimates of future lithium, tin and tantalum prices, supply, demand and/or production; (ii) estimates of future cash costs and revenues; (iii) estimates of future capital expenditures; (iv) estimates regarding timing of future development, construction, production orclosure activities; (v) statements regarding future explorationresults; (vi) statements regarding cost structure, project economics,or competitive position, (vii) statements comparing the Company’sproperties to other mines, projects or metals; and (viii) thecompletion of the Private Placement. Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are not guarantees of futureperformance and actual results or developments may differ materiallyfrom those in the forward- looking statements. Factors that could cause actual results to differ materially from those in forward looking statementsinclude market prices, exploitation and exploration successes,continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance, that the Company expressly disclaims any responsibility for revising or expanding the forward- looking statements to reflect actual results or developments, and that actual results or developments may differ materially from those projected, in the forward-looking statements, except as required bylaw.
For more information, please contact: Eric Allard
President & CEO Email: ea@tantalex.ca
Website: www.tantalexlithium.com Tel: 1-581-996-3007
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