Update on Qualifying Transaction and Acquisition of Interest in Gateau Property, Quebec
TAJIRI VENTURES CORP.
Suite 1450 – 409 Granville Street Vancouver, BC V6C 1T2 Telephone: (604) 642-0115 Fax: (604) 642-0116
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UPDATE ON QUALIFYING TRANSACTION AND ACQUISITION OF INTEREST IN GATEAU PROPERTY, QUEBEC
Vancouver, BC, April 6, 2011 - Tajiri Ventures Corp. (the "Company") (TSX.V – TAJ.P) is pleased to advise that at the Company’s annual and special meeting held on April 5, 2011, the shareholders approved, subject to receipt of TSX Venture Exchange (the “Exchange”) acceptance, the Company’s Qualifying Transaction which includes:
- the acquisition (the “Acquisition”) from Otish Energy Inc. (“Otish”) of an 80% interest in the Gateau Property claims located in the Otish Basin, Quebec, in consideration of payment of the sum of $500,000, the issuance of an aggregate of 5,250,000 common shares in the capital of the Company, and incurring a total of $1,000,000 in exploration expenditures on the Gateau Property, over a period of four years; and
- the change of name of the Company to Tajiri Resources Corp.
In the event the Exchange does not accept the Acquisition as the Company’s Qualifying Transaction, the shareholders of the Company have also approved to transfer the listing of the Company’s common shares to the NEX trading board of the Exchange and the cancellation of 1,000,000 of the Company’s common shares currently held in escrow.
In addition, as a follow-up to the Company’s news release dated October 29, 2011, the Company is pleased to announce that the part and parcel private placement totaling $700,000 is fully placed. Subject to completion of the Acquisition, the Company will be issuing 7,000,000 non-flow-through units on conversion of 7,000,000 subscription receipts issued at a deemed price of $0.10 per subscription receipt. Each unit will consist of one non-flow-through common share and one share purchase warrant entitling the holder thereof to acquire one additional non-flow-through common share of the Company for a period of two years at a price of $0.15. The Company had initially announced that a portion of the private placement would be flow-through. The flow-through portion of the private placement has been cancelled.
Upon completion of the private placement, the Company will have sufficient funds to meet its working capital needs and cover its initial acquisition costs and exploration commitments under the terms of the Property Option Agreement with Otish.
A report on the Gateau Property entitled “Gateau Property – Province of Quebec, Otish Basin Area, NTS sheets 32P/09 and 32P/16” (the “Report”) was prepared for the Company by Alain Tremblay, Eng., and Donald Théberge, Eng., M.B.A., (jointly, the “Authors”) of Quebec, in accordance with National Instrument 43-101. The Authors served as the independent Qualified Persons responsible for the preparation of the Report. The Report has been filed under the Company’s corporate profile on SEDAR.
In accordance with Exchange policy, the Company’s shares are currently halted from trading. The Company has made a filing of final material with the Exchange for final acceptance to the Qualifying Transaction. Trading will resume upon completion of the Company’s Acquisition and Qualifying Transaction.
ON BEHALF OF THE BOARD
Zachery Dingsdale President & CEO
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.