Aranjin Resources Announces Closing of Private Placement and Debt Settlement
Summary
Each warrant entitles 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 date of issuance.All securities issued and sold under the Offering and issued in relation to the Debt Settlement are 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 TSX Venture Exchange (the "TSXV"). The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement as the Company wished to close the Debt Settlement in an expeditious manner.Pursuant to the Offering, on April 9, 2025, Tsagaachin Bayan Nuur LLC ("TBN") of Bella Vista 400-1801, Khan Uul District 11,Ulaanbaatar,Mongolia, acquired 2,880,000 Units at a price of $0.08 per Unit for total consideration of $230,400. Prior to the Offering and Debt Settlement, TBN held 80,300 common shares, or approximately 0.73% of the Companys issued and outstanding shares.The warrants issued to TBN in the Offering contain a provision that the entity is not able to exercise such number of the warrants as would result in TBN holding more than 19.99% of the issued and outstanding shares of the Company, without first obtaining disinterested shareholder approval, as required by the policies of the TSXV.Following the Offering and the Debt Settlement, TBN holds 2,960,300 common shares and 2,880,000 warrants, representing approximately 16.17% of the Companys then issued and outstanding shares, on an undiluted basis, or approximately 27.56% of the Companys then issued and outstanding shares, on a partially diluted basis, subject, however, to TBN being precluded from exercising warrants that would result in TBN holding more than 19.99% of the issued and outstanding shares of the Company, without the Company first obtaining disinterested shareholder approval.Pursuant to the Debt Settlement, on April 9, 2025, Matthew Wood, a director of the Company, through Mongolia Wealth Management Pty Ltd. ("Mongolia Wealth") of 536 Glover Road, Manapouri Queensland, Australia, 4361, acquired 1,891,538 common shares, at a deemed price of $0.08 per share, and 1,891,538 warrants of the Company, in settlement of $141,323 bona-fide debt. The disclosure respecting Mr. Wood and TBNs security holdings contained in this news release is made pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids, and an early warning report respecting each of the above acquisitions will be filed with the applicable securities regulatory authorities and will be available for viewing under the Companys profile on the SEDAR+ website at www.sedarplus.ca.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. 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.Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation.