NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Estes Park, Colorado, June 20, 2025 – Taranis Resources Inc. (“Taranis” or the “Company”) [TSX.V: TRO, OTCQB: TNREF] is pleased to announce a non-brokered private placement (the “Offering”) of the sale of up to 3,000,000 units (the “Units”) at a price of $0.18 per Unit, with each Unit to consist of one common share and one non-transferable share purchase warrant (each a “Warrant”), with each Warrant to entitle the holder to purchase one additional common share at a price of $0.25 for a period of 24 months from closing.
The proceeds from the Offering will be used to incur further exploration expenses at the Company’s Thor property in southeastern British Columbia, as well as for working capital purposes. (See the Company’s June 9, 2025 news release regarding the status of the Company’s exploration activities at its Thor property.)
Finders’ fees or brokers’ commissions may be paid in accordance with TSX Venture Exchange policy. All securities issued as part of the Offering will be subject to a hold period in Canada of four months and one day from the closing of the Offering. The Offering and the payment of any finders’ fees or brokers’ commissions are subject to TSX Venture Exchange acceptance.
Taranis anticipates that insiders may subscribe for a portion of the Offering. The participation of insiders in the Offering would constitute a related party transaction, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”). Taranis intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the Offering would not exceed 25% of Taranis’s market capitalization.
Qualified Person
Taranis anticipates that insiders may subscribe for a portion of the Offering. The participation of insiders in the Offering would constitute a related party transaction, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”). Taranis intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the Offering would not exceed 25% of Taranis’s market capitalization.
For additional information on Taranis or its 100%-owned Thor project in British Columbia, visit www.taranisresources.com
For additional information on Taranis or its 100%-owned Thor project in British Columbia, visit www.taranisresources.com
TARANIS RESOURCES INC.
Per:
John J. Gardiner (P. Geo.),
President and CEO
For further information contact:
John J. Gardiner
681 Conifer Lane
Estes Park, Colorado 80517
Phone: (720) 209-3049
johnjgardiner@earthlink.net
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 NEWS RELEASE.
This News Release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from expected results.