(TheNewswire)
Toronto, Ontario / TheNewswire / March 22, 2024 – Tantalex Lithium Resources Corp. (CSE: TTX – FSE: DW8 – OTCQB: TTLXF)( “ Tantalex ” or the “ Corporation ” ) announces that furtherto its news release dated March 7, 2024, it has settled an outstandingdebt in the amount of USD$1,084,915 with AfriMet Resources AG(“ AfriMet ”).
The Corporation settled an outstanding debt with AfriMet (the “ Afrimet Debt Settlement ”). Theparties entered into a loan agreement on June 30, 2022, wherebyAfriMet loaned a principal amount of USD$7,213,006.56, bearing aninterest rate of 10% per annum (the “ Loan ”). Pursuant to the terms of this agreement, theinterest accrued is payable during the term of the Loan. TheCorporation repaid the interest accrued as at December 31, 2023 in theamount of USD$1,084,915 (CDN$1,464,635.56) into 29,292,711 CommonShares at a price of $0.05 per common share of the Corporation (the“ Common Shares ”).
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 thesignificant shareholder, is not more than the 25% of theCorporation’s market capitalization. The AfriMet Debt Settlement waspreviously 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.
The Common 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.
Immediately prior to the AfriMet Debt Settlement, AfriMet owned143,315,277 Common Shares of the Corporation, which represented 19.91%of the issued and outstanding Common Shares of the Corporation on anon-diluted basis. Immediately following the AfriMet Debt Settlement,AfriMet owns 172,607,988 Common Shares of the Corporation, whichrepresent 23.05% of the issued and outstanding Common Shares of theCorporation on 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 reportto be filed by AfriMet Resources AG in connection with thistransaction herein may obtain a copy of such reports fromwww.sedarplus.ca or by contacting the person named below.
Appointment of a New Director
Tantalex is pleased to announce that Richard Creitzman has joined theBoard of Directors, effective immediately. Experienced in spearheadingbusiness development initiatives and corporate finance strategiesacross various industries, Richard Creitzman is dedicated to drivinggrowth and innovation. With a track record spanning over two decades,he has led successful ventures in sectors ranging from Energy (Oil andGas) to finance, and media. His expertise lies in cross-border mergersand acquisitions, corporate development, and strategic negotiations,consistently delivering results in complex environments.
Eric Allard, the Corporation’s CEO comments “We are pleased toannounce that Richard has joined our board of Directors. Richardbrings to the Corporation a wealth of expertise that will drive ourbusiness forward.”
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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