(TheNewswire)
Toronto, Ontario / TheNewswire / March 7, 2024 – Tantalex Lithium Resources Corp. (CSE:TTX ) ( FSE:DW8 ) ( OTC:TTLXF) ( “ Tantalex ” or the “ Corporation ” ) announces that furtherto its news release dated February 21, 2024, it has settled variousoutstanding debt in the amount of CDN$5,526,398.40 (the “ Debt ”), effective February 28,2024.
The Corporation owes International Cobalt Corp. (“ ICC ”) an amount of CDN$5,324,275.30, which stems from multiple unsecuredconvertible debentures of principal amounts of USD$2,100,000 andCDN$800,000 entered into between the parties in 2018 and in 2020bearing an interest rate of 4% that became due in November of 2022,such debt is settled by issuing an aggregate of 106,485,506 commonshares in the capital of the Corporation (the “ Common Shares ”) at a price ofCDN$0.05 per Common Share and 50,000,000 common shares purchasewarrants (the “ Warrants ”),exercisable into 50,000,000 Common Shares at a price of $0.10 for aperiod of thirty (30) months from issuance (the “ ICC Debt Settlement ”).
Moreover, the Corporation owes a consulting company and a newscoverage and digital marketing service provider, CDN$113,000 and$89,123.10, respectively. The Corporation issued to each company,respectively, 2,260,000 Common Shares at a price of $0.05 per commonShare and 1,782,462 Common Shares at a price of $0.05 per common Share(the “ Services DebtSettlement ”).
The Board of Directors has determined it is in the best interests ofthe Corporation to settle the outstanding Debt by the issuance ofCommon Shares and Warrants in order to preserve the Corporation’scash for general working capital purposes. The issuance resulted in anew insider of the Corporation. The ICC Debt Settlement precludes ICC,together with any other voting or equity securities beneficially ownedby the creditor, its associates and affiliates, directly orindirectly, from owning, or having control or direction over, 20% ormore of the issued and outstanding voting securities of theCorporation on a non-diluted basis.
The Common Shares and Warrants to be issued pursuant to the ICC DebtSettlement and Services Debt Settlement will be subject to a holdperiod of four (4) months and one (1) day from the date of issuance.
Prior to the transactions, ICC did not own any securities of theCorporation. After giving effect to the transactions, ICC owns,directly and indirectly, 106,485,506 Common Shares, representingapproximately 14.74% of the issued and outstanding Common Shares basedon 718,645,821 Common Shares issued and outstanding of the Corporationand 20.29% on a partially diluted basis, based on 768,645,821 CommonShares issued and outstanding. Also, AfriMet Resources AG (“ AfriMet ”), the Corporation’ssignificant shareholder suffered a dilution as a result of thetransactions without any action being taken by AfriMet. Immediatelyprior to the transactions, AfriMet owned 143,315,277 Common Shares ofthe Corporation, which represented 23.54% of the issued andoutstanding Common Shares of the Corporation on a non-diluted basis.Immediately following the transactions, AfriMet’s ownership fell to19.94% of the issued and outstanding Common Shares of the Corporationon a non-diluted basis.
This news release is being issued pursuant to National Instrument62-103, persons who wish to obtain a copy of the early warning reportsto be filed by International Cobalt Corp. and AfriMet Resources AG inconnection with this transaction herein may obtain a copy of suchreports from www.sedarplus.ca or by contacting the person named below.
Debt Settlement with AfriMet
The Corporation intends to settle its outstanding debt with AfriMet(the “ Afrimet DebtSettlement ”). The parties entered into a loan agreement onJune 30, 2022, whereby AfriMet loaned a principal amount ofUSD$7,213,006.56, bearing an interest rate of 10% per annum (the“ Loan ”). Pursuant to theterms of this agreement, the interest accrued is payable during theterm of the Loan. The Corporation intends to repay the interestaccrued as at December 31, 2023 in the amount of USD$1,084,915(CDN$1,464,635.56) into 29,292,711 Common Shares at a price of $0.05per Common Share.
The Board of Directors has determined it is in the best interests ofthe Corporation to settle the AfriMet Debt by the issuance of CommonShares in order to preserve the Corporation’s cash for generalworking capital purposes.
This transaction constitutes a “related party transaction” underMultilateral Instrument 61-101 Protection of Minority Security Holdersin Special Transactions (“ MI61-101 ”), as AfriMet is a significant shareholder. Pursuantto MI 61-101, the Corporation will file a material change reportproviding disclosure in relation to each "related partytransaction" on SEDAR+ under the Corporation’s issuer profileat www.sedarplus.ca. The Corporation did not file the material changereport more than 21 days before the expected closing date of theAfriMet Debt Settlement as the details of the agreement were notsettled until shortly prior to the conclusion of the Agreement, andthe Corporation wished to sign the Agreement on an expedited basis forsound business reasons. The Corporation is relying on exemptions fromthe formal valuation and minority shareholder approval requirementsavailable under MI 61-101. The Corporation is exempt from the formalvaluation requirement in section 5.4 of MI 61-101 in reliance onsections 5.5(a) and (b) of MI 61-101 as the fair market value of thetransaction, insofar as it involves the significant shareholder, isnot more than the 25% of the Corporation’s market capitalization,and no securities of the Corporation are listed or quoted for tradingon prescribed 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 thecontrolling shareholder, is not more than the 25% of theCorporation’s market capitalization.
Closing of the AfriMet Debt Settlement is subject to customary closingconditions and the Corporation intends to close as soon aspracticable. Upon closing, the Corporation will make all necessaryfilings, including the filing of early warning report as required. TheCommon Shares to be issued pursuant to the AfriMet Debt Settlementwill be subject to a hold period of four (4) months and one (1) dayfrom the date of issuance.
The securities being referred to in this news release have not been,nor will they be, registered under the United States (U.S.) SecuritiesAct of 1933, as amended, and may not be offered or sold in the U.S. orto, or for the account or benefit of, U.S. persons absent registrationor an applicable exemption from the registration requirements. Thisnews release does not constitute an offer to sell or the solicitationof an offer to buy nor shall there be any sale of the securities inany jurisdiction in which such offer, solicitation or sale would beunlawful.
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 Corporation 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, and; (vii) statements comparing theCorporation’s properties to other mines, projects or metals.Although the Corporation believes the expectations expressed in suchforward-looking statements are based on reasonable assumptions, suchstatements are not guarantees of future performance and actual resultsor developments may differ materially from 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 Corporation 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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