Tajiri Acquires a Majority Interest in the Yono Gold Property, Guyana, Contiguous to 7.9 Moz of Gold Resources

Executive Summary

• Tajiri Resources Corp. closed a strategic acquisition of a 65% interest in the Yono Gold Property, Guyana, issuing 40 million common shares to Nebula Resources Inc.
• The deal creates a joint‑venture structure with Tajiri as manager; Nebula retains a 35% carried interest that may convert to a 10% NPI or 2.5% NSR after a positive bankable feasibility study.
• Concurrently, Tajiri announced a non‑brokered private placement of up to C$1.1 million at $0.07 per unit (each unit = 1 common share + ½ warrant), with warrants exercisable at $0.14 for twelve months; proceeds will fund exploration, development, future acquisitions and working capital.

Key Details

• Acquisition Consideration: 40,000,000 Tajiri common shares issued to Nebula Resources Inc.; Nebula retains a 35% interest in the Yono Gold Property (carried until feasibility).
• Property Context: Yono is located ~170 m from adjacent Oko and Oko West properties that host ≈5.2 Moz (Indicated) and 2.7 Moz (Inferred) of gold resources.
• Joint‑Venture Terms: Tajiri holds a 65% interest and acts as manager with controlling vote; key strategic decisions require unanimous JV approval. No mandatory minimum spend for Tajiri.
• Feasibility Upside Clause: After a positive bankable feasibility study, Nebula must either fund its share or convert its 35% to a 10% Net Profits Interest (NPI) or 2.5% Net Smelter Return (NSR), with a reinstatement right if expenditure thresholds aren’t met.
• Related‑Party Transaction: Two Tajiri directors (Dominic O’Sullivan and Robert Power) are indirect shareholders of Nebula; the transaction was exempt from MI 61‑101 valuation and minority approval requirements because the securities issued did not exceed 25% of market cap.
• Private Placement Details:
• Amount: Up to C$1.1 million.
• Price per Unit: $0.07 (each unit = 1 common share + ½ warrant).
• Warrant Terms: Whole warrant allows purchase of one additional common share at $0.14 for 12 months from closing.
• Holding Period: Standard lock‑up of four months and one day.
• Use of Proceeds: Exploration & development of existing projects, future acquisitions, and general working capital.
• CEO Quote (Graham Keevil): Emphasized the transformational nature of acquiring a majority stake adjacent to >7 Moz of gold resources and highlighted exploration upside from historic alluvial zones and favorable geology.

Notable Quotes

“We are thrilled to have finalized our acquisition of a majority interest in the Yono Gold Project… this could be a truly transformational acquisition for the Company.” – Graham Keevil, President & CEO, Tajiri Resources Corp.