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.

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