Rjk Proposes to Amend Certain Warrants
22113740.1
P.O. Box 1053, 4 Al Wende Avenue, Kirkland Lake, ON P2N 3L1 Tel: (705) 568 -7956
RJK PROPOSES TO AMEND CERTAIN WARRANTS
Kirkland Lake, Ontario – May 13, 2025 – RJK Explorations Ltd. (“RJK” or “the Company”)
(TSXV: RJX.A) announces that the Company intends to amend a total of 8,057,363 outstanding
common share purchase warrants (the “Warrants”) previously issued pursuant to the Company’s
non-brokered private placement that closed in two tranches on May 20, 2022 and June 15, 2022
(the “Private Placement”).
The Warrants are currently exercisable at a price of $0.25 to purchase one common share in the
capital of the Company for terms expiring on May 20, 2025 and June 15, 2025, respectively. The
Company wishes to (i) amend all the outstanding Warrants to extend their term to May 20, 2027,
and (ii) to amend 2,947,099 of the Warrants to reduce their exercise price from $0.25 to $0.1 2
(together, the “Warrant Amendments”).
5,916,000 Warrants (the “Insider Warrants ”) are held by an insider of the Company, and
pursuant to TSX Venture Exchange (the “Exchange”) policy, only 805,736 of the Insider Warrants
are eligible for exercise price amendment.
The amendment of the Warrants is subject to the prior approval of Exchange. Upon receipt of
such approval, the Warrants will be deemed to be amended to adjust their term and their exercise
price, accordingly.
The application of the Warrant Amendments to the Insider Warrants constitutes a "related party
transaction" within MI 61 -101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), but are exempt from the MI 61 101 valuation and minority approval requirements
for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a)
of MI 61 -101 as neither the fair market value (as determined under MI 61 -101) of the subject
matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved
the Related Parties, exceeds 25% of the Company’s market capitalization (as determined under
MI 61-101). The Company did not file a material change report con taining all of the disclosure
required by MI 61-101 more than 21 days before the effective date of the Warrant Amendments
as the company does not consider the Warrant Amendments to constitute a material change.
The Company intends to issue an updating news release upon receipt, if any, of Warrant
Amendment approval.
Contact Information
Glenn Kasner, CEO
22113740.1
Mobile: (705) 568-7567
Email: [email protected]
Web Site: https://www.rjkexplorations.com
Company Information: Tel: (705) 568-7445
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 release.
Forward Looking Information
This news release includes certain forward -looking statements, which may include, but are not
limited to, statements concerning the TSX Venture Exchange acceptance of the warrant
extension. Any statements contained herein that are not statements of historical facts may be
deemed to be forward -looking, including those identified by the expressions "will", "anticipate",
"believe", "plan", "estimate", "expect", "intend", "propose" and similar expressions. Forward -
looking statements involve known and unknown risks and uncertainties that could cause actual
results, performance, or achievements to differ materially from those expressed or implied in this
news release. Factors that could cause actual results to differ materially from those anticipated in
this news release include, but are not limited to, the Company not receiving TSX Venture
Exchange acceptance of the proposed warrant extension and repricing . RJK assumes no
obligation to update the forward-looking statements or to update the reasons why actual results
could differ from those reflected in the forward -looking statements except as required by
applicable law.