Subject: Tantalex Lithium Resources Corporation (CSE: TTX) - Press Release
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File: '\\swfile\EmailIn\20251118 144832 Attachment TTX - News Release - PCTO Closing - November 18, 2025.docx'
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Tantalex Lithium Resources Corp.
1410-120, Adelaide St.W
Toronto, Ontario Canada
M5H 1T1
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TANTALEX LITHIUM ANNOUNCES CLOSING OF ITS PRIVATE PLACEMENT AND PROVIDES EARLY WARNING DISCLOSURE
Toronto, Ontario, November 18, 2025 - Tantalex Lithium Resources Corp. (CSE: TTX - FSE: DW8) ("Tantalex" or the "Corporation") is pleased to announce that further to its news release dated September 23, 2025, it has closed its previously announced non-brokered private placement of 126,315,000 common shares (the "Common Shares") at a price of $0.015 per Common Share for aggregate gross proceeds of $1,894,725 (US$1,350,000) (the "Private Placement"). The Private Placement was completed pursuant to a partial revocation order (the "Partial Revocation Order") of the Ontario Securities Commission dated September 19, 2025, partially revoking the failure to file cease trade order (the "FFCTO") issued against the Corporation.
The Corporation intends to use the net proceeds from the Private Placement to prepare and file outstanding financial statements and continuous disclosure records, partially pay outstanding related fees and penalties, 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 (the "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 ("MI 61-101"), as Mr. 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 at www.sedarplus.ca. 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% 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% 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.
The securities being referred to in this news release have not been, nor will they be, registered under the United States (U.S.) Securities Act of 1933, as amended, and may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Early Warning Disclosure
Simon 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, which represents approximately 18.13% on a non-diluted basis and 18.19% 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% on a non-diluted basis and 14.53% 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' participation in the Offering will be available under the Issuer's profile on the System for Electronic Document Analysis and Review ("SEDAR") at www.sedarplus.ca.
About Tantalex Lithium Resources Corporation
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 Congo, the Manono Lithium Tailings Project and the Pegmatite Corridor Exploration Program.
For more information, please contact: Richard Creitzman
Director & Interim CEO
Email: rc@tantalex.ca Phone: +41 79 968 5825
Website: www.tantalexlithium.com
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 or closure activities; (v) statements regarding future exploration results; (vi) statements regarding cost structure, project economics, or competitive position, (vii) statements comparing the Corporation's properties to other mines, projects or metals; (viii) the grant of subsequent partial revocation orders; and (ix) the full revocation of the FFCTO. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or 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 statements include 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 by law.
Neither the Canadian Securities Exchange nor its regulations services provider have reviewed or accept responsibility for the adequacy or accuracy of this release.
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