Mr. Richard Creitzman reports
TANTALEX LITHIUM ANNOUNCES CLOSING OF ITS PRIVATE PLACEMENT AND PROVIDES EARLY WARNING DISCLOSURE
Tantalex Lithium Resources Corp., further to its news release dated Sept. 23, 2025, has closed its previously announced non-brokered private placement of 126,315,000 common shares at a price of 1.5 cents per common share for aggregate gross proceeds of $1,894,725 ($1.35-million (U.S.)). The private placement was completed pursuant to a partial revocation order of the Ontario Securities Commission dated Sept. 19, 2025, partially revoking the failure-to-file cease trade order (FFCTO) issued against the corporation.
(All dollar amounts in this news release are in Canadian dollars unless otherwise noted.)
The corporation intends to use the net proceeds from the private placement to prepare and file outstanding financial statements and continuous disclosure records, to partially pay outstanding related fees and penalties, to meet certain financial obligations, and to continue operations until it can apply for and receive a full revocation of the FFCTO. When the corporation has filed all such outstanding financial statements and continuous disclosure records, the corporation intends to apply for a full revocation of the FFCTO and ask that trading of its common shares on the exchange be reinstated.
In accordance with applicable securities legislation and Canadian Securities Exchange policies, the common shares will be subject to a hold period of four months and a day from the closing date. All of the corporation's common shares will remain subject to the FFCTO until such order is fully revoked. The granting of the partial revocation order does not guarantee the issuance of a full revocation order in the future. The corporation may apply for future partial revocation orders as necessary to continue operations. The corporation did not pay any finders' fees in connection with the completion of the private placement.
This private placement transaction constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as Simon Collins purchased common shares. Pursuant to MI 61-101, the corporation will file a material change report providing disclosure in relation to each related party transaction on SEDAR+ under the corporation's issuer profile. The corporation did not file the material change report more than 21 days before the expected closing date of the private placement as the details of the private placement were not settled until shortly prior to the conclusion of the private placement, and the corporation wished to complete the private placement on an expedited basis for sound business reasons and compliance with the partial revocation order deadline. The corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The corporation is exempt from the formal valuation requirement 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 each Mr. Collins, is not more than 25 per cent of the corporation's market capitalization (based on the last previous closing price while the corporation was still actively trading). Additionally, the corporation is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves each of Mr. Collins, is not more than 25 per cent of the corporation's market capitalization. The private placement was previously approved by the board of directors of the corporation, including disinterested directors. No special committee was established in connection with the transaction, and no materially contrary view was expressed or made by any director.
The completion of the private placement remains subject to the receipt of all requisite approvals, including the final acceptance of the exchange.
Early warning disclosure
Mr. Collins acquired 56,140,000 common shares (total consideration $842,100) pursuant to the private placement, and now beneficially owns and has control of 187,344,675 common shares of the corporation, as well as restricted stock units to acquire a further 700,000 common shares, representing approximately 18.13 per cent on a non-diluted basis and 18.19 per cent on a partially diluted basis. Prior to the private placement, Mr. Collins held 131,204,675 common shares and 700,000 restricted stock units to acquire a further 700,000 common shares, which represented 14.47 per cent on a non-diluted basis and 14.53 per cent on a partially diluted basis.
The common shares were acquired for investment purposes by Mr. Collins. Mr. Collins has a long-term view of his investment in the corporation and may acquire additional securities of the corporation, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions in the future depending on market conditions and other relevant factors.
This news release is being issued in accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing of an early warning report. A copy of the early warning report relating to the Mr. Collins's participation in the offering will be available under the issuer's profile on SEDAR+.
About Tantalex Lithium Resources Corp.
Tantalex Lithium is an exploration-and-development-stage mining company engaged in the acquisition, exploration, development and distribution of lithium, tin, tantalum and other high-tech mineral properties in Africa. It is currently focused on operating its TiTan tin and tantalum concentrate plant, and developing its lithium assets in the prolific Manono area in the Democratic Republic of the Congo, the Manono lithium tailings project and the pegmatite corridor exploration program.
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