Taranis Resources Inc. Announces Closing of Private Placement
FOR IMMEDIATE RELEASE
Taranis Resources Inc.
681 Conifer Lane Estes Park, Colorado 80517 www.taranisresources.com
TARANIS RESOURCES INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT
NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES AND NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
Estes Park, Colorado, July 22, 2025 – Taranis Resources Inc. (“Taranis” or the “Company”) [TSX.V: TRO, OTCQB: TNREF] announces that it has closed the private placement announced June 20, 2025 for total proceeds of $373,085.
The private placement consisted of the sale of a total of 2,072,693 units at a price of $0.18 each, each unit consisting of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.25 until July 21, 2027.
All of the shares issued pursuant to this private placement, including any shares that may be issued pursuant to the exercise of the warrants, are subject to a hold period in Canada until November 22, 2025. The proceeds from this private placement will be used to incur further exploration expenses at the Company’s Thor property in southeastern British Columbia, as well as for working capital purposes.
An insider of the Company purchased a total of 572,000 units pursuant to the private placement. The participation of this insider in the private placement constituted a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”). Taranis has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the private placement does not exceed 25% of Taranis’s market capitalization.
Qualified Person
Exploration activities at Thor are overseen by John Gardiner (P. Geo.), who is a Qualified Person under the meaning of Canadian National Instrument 43-101. John Gardiner is the principal of John J. Gardiner & Associates, LLC which operates in British Columbia under Firm Permit Number 1002256. Mr. Gardiner is the President and CEO of Taranis Resources Inc.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Taranis currently has 102,421,487 shares issued and outstanding (119.972,613 shares on a fully-diluted basis).
TARANIS RESOURCES INC.
Per: John J. Gardiner (P. Geo.), President and CEO
For further information contact:
John J. Gardiner 681 Conifer Lane Estes Park, Colorado 80517 Phone: (303) 716-5922 Cell:
(720) 209-3049 [email protected]
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.
This News Release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from expected results.