Aranjin Resources Announces Private Placement and Debt Settlement
Aranjin Resources Announces Private
Placement and Debt Settlement
Ulaanbaatar, Mongolia--(Newsfile Corp. - January 8, 2025) - Aranjin Resources Ltd. (TSXV: ARJN)
("
Aranjin
" or the "
Company
") announces that it proposes to undertake a non-brokered private
placement of up to 8,125,000 units (each, a "
Unit
"), at a purchase price of $0.08 per Unit, to raise total
gross proceeds of up to $650,000 (the "
Offering
"). Each Unit will consist of one common share of the
Company and one common share purchase warrant. Each warrant will entitle the holder to purchase one
common share of the Company at a price of $0.105 at any time on or before that date which is twenty-
four months after the closing date of the Offering. The Company anticipates that $151,323 of the
aggregate $650,000 Offering amount will be comprised of loan proceeds previously advanced to Aranjin
which are not new funds and will be converted into Units under the Offering, subject to the approval of the
TSX Venture Exchange ("
TSXV
").
The net proceeds received from the sale of the Units will be used to maintain the Company's Projects in
South Australia and Mongolia and for general working capital. The Units will be offered to qualified
investors in reliance upon exemptions from the prospectus and registration requirements of applicable
securities legislation. The Company may pay finders' fees to eligible finders in connection with the
Offering, subject to compliance with applicable securities laws and the policies of the TSXV.
The Company further announces that it has negotiated debt settlements with certain arm's length
creditors (the "
Debt Settlement
"). Pursuant to the Debt Settlement and subject to acceptance by the
TSXV, the Company has agreed to settle an aggregate amount of $219,100 in debt, in consideration for
which it will issue an aggregate of 2,738,750 common shares of the Company at a deemed price of
$0.08 per share.
All securities issued and sold under the Offering and issued in relation to the Debt Settlement will be
subject to a hold period expiring four months and one day after the date of issuance in accordance with
applicable securities laws and the policies of the TSXV.
Completion of the Offering and Debt
Settlement, and the payment of any finders' fees remain subject to the receipt of all necessary regulatory
approvals, including the approval of the TSXV.
Related Party Transaction
In connection with the Offering, certain insiders of the Company, including officers and directors, intend
to subscribe for 1,891,538 Units. The acquisition of the Units by insiders in connection with the Offering
will be considered a "related party transaction" pursuant to Multilateral Instrument 61-101-
Protection of
Minority Security Holders in Special Transactions
("
MI 61-101
") requiring the Company, in the absence
of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the "related party
transaction". The Company is relying on an exemption from the formal valuation requirements of MI 61-
101 available because no securities of the Company are listed on specified markets, including the TSX,
the New York Stock Exchange, the American Stock Exchange, the NASDAQ or any stock exchange
outside of Canada and the United States other than the Alternative Investment Market of the London
Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. The Company is also
relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair
market value of the participation in the Offering by the insiders does not exceed 25% of the market
capitalization of the Company, as determined in accordance with MI 61-101. It is likely the Company will
not file a material change report in respect of the related party transaction at least 21 days before the
closing of the Offering as the Company wishes to close the Offering in an expeditious manner.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States of America. The securities have not been and will not be registered under
the United States Securities Act of 1933 (the "
1933 Act
") or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration is
available.
On behalf of the Board
Matthew Wood
Chairman
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.
Forward-looking Statements
Certain information contained herein constitutes "forward-looking information" under Canadian
securities legislation. Forward-looking information includes, but is not limited to, the completion of the
Offering and Debt Settlement on the terms and timing described herein, the composition of the
Offering and loan conversion, the Company's proposed use of proceeds from the Offering, receipt of
TSXV approval for the Offering and the Debt Settlement, the terms of related party participation in the
Offering pursuant to MI 61-101, the Company's reliance on certain exemptions from requirements
under MI 61-101, and the Company filing a material change report and the timing thereof. Generally,
forward-looking information can be identified by the use of forward-looking terminology such as "will",
"anticipates" or variations of such words and phrases or statements that certain actions, events or
results "will" occur. Forward-looking statements are based on the opinions and estimates of
management as of the date such statements are made and they are from those expressed or implied
by such forward-looking statements or forward-looking information subject to known and unknown
risks, uncertainties and other factors that may cause the actual results to be materially different,
including receipt of all necessary regulatory approvals. Although management of the Company have
attempted to identify important factors that could cause actual results to differ materially from those
contained in forward-looking statements or forward-looking information, there may be other factors that
cause results not to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward-looking information. The Company will not update any
forward-looking statements or forward-looking information that are incorporated by reference herein,
except as required by applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/236534