VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 5, 2011) - Tajiri Resources Corp. (TSX VENTURE:TAJ) (the "Company") is pleased to announce the closing of its Qualifying Transaction which includes:
an option to acquire from Otish Energy Inc. (TSX VENTURE:OEI) ("Otish") an undivided 80% interest in 279 mineral claims comprising approximately 14,144.46 hectares located in the Otish Basin mining district in Quebec, Canada (the "Gateau Property"); and
the completion of a private placement totalling $700,000.
Effective at the opening on Tuesday, April 26, 2011, the Company will no longer be considered a Capital Pool Company and will begin trading under its new name Tajiri Resources Corp., as a Tier 2 mining issuer on the TSX Venture Exchange (symbol: TAJ).
The Acquisition
Under the terms of the option agreement with Otish, dated October 20, 2010, the Company has been granted the exclusive option to acquire an 80% interest in the Gateau Property. The Company must pay to Otish the sum of $500,000, incur a total of $1,000,000 in exploration expenditures on the Gateau Property and issue an aggregate of 5,250,000 common shares of the Company over the next four years.
No finder's fee is payable with respect to the acquisition of the Gateau Property.
Private Placement
As announced on October 29, 2010, the Company has completed its private placement totalling $700,000 undertaken in conjunction with the Qualifying Transaction. These funds were raised through the issue by the Company of 7,000,000 units at a price of $0.10 per unit. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase one additional common share of the Company at a price of $0.15 per share until April 15, 2013.
The shares issued pursuant to the private placement, and any shares to be issued on exercise of the warrants, are subject to a hold period expiring June 5, 2011.
As consideration for services rendered in connection with the private placement, the Company paid $29,680 cash and issued 296,800 agents warrants. Each agent's warrant entitles the agent to acquire one common share of the Company for a period of one year at a price of $0.15 per share.
The agent's warrants are subject to a hold period expiring August 16, 2011.
Stock Options
The Company intends to grant an aggregate of 750,000 incentive stock options, exercisable at a price of $0.15 per share for an exercise period of two years, commencing from the date of final approval by the Exchange.
New Management
The former board of directors has been replaced by:
| Albert (Rick) Timcke | (President, CEO and Director) |
| Iqbal Boga | (CFO, Secretary and Director) |
| Zachery Dingsdale | (Director) |
| Michael Gillis | (Director) |
| Steve Smith | (Director) |
| Derrick Strickland | (Director) |
A copy of the Company's Information Circular is available for viewing on SEDAR.
ON BEHALF OF THE BOARD
Albert (Rick) Timcke, President and CEO
All statements, other than statements of historical fact, included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the TSX Venture Exchange and the British Columbia Securities Commission.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Contact Information:
Albert R. Timcke
(604) 642-0115
(604) 642-0116 (FAX)