Canada NewsWire
VANCOUVER, BC, July 18, 2024
VANCOUVER, BC, July 18, 2024 /CNW/ - Tajiri Resources Corp. (the "Company") (TSXV: TAJ) is pleased to announce that it has entered into an agreement, subject to shareholder and Exchange approvals, to purchase a vesting 65% interest in the Yono Property, Guyana, South America, in consideration of 40,000,000 shares of the Company.
Yono is located in close proximity to the central portion of a collective 5.2Moz @ 2.3g/t Au Indicated and 2.7Moz @ 2.5g/t Au of Inferred Resources1 (Figure 2) delineated by G2 Goldfields Inc. (TSX: GTWO) and Reunion Gold Corporation (TSX: RGD) at their respective Oko and Oko West Projects. At yesterday's closing share prices, G2 and Reunion, had combined fully diluted market capitalizations of CDN$ 1.34 billion and estimated combined project EVs of CDN$ 1.16 billion, equating to a valuation of USD108 per ounce Au.
While Yono contains no defined resources, and has not seen any modern exploration, it is at its closest point ~170m from defined resources, considerable artisanal mining has been conducted on the property, and surrounding exploration data as contained in the NI 43-101 reports of G2 and Reunion suggest the property is prospective as outlined below:
Brief Property Description.
Key Features of the Yono Property are illustrated in Figures 1-9 and elucidated below:
In summary artisanal workings, surrounding geochemical surveys and measured structural trends are indicative of potential gold mineralisation within Yono and depending on results of further exploration, resource conversions, mining method choice and economic optimizations, the Yono property may impinge on the extraction of resources immediately adjacent to the Property. Finally Yono's close proximity to known large gold resources, brings the property intrinsic value for the siting of future potential mine related infrastructure such as lay down areas, waste dumps and dewatering bores etc.
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1 Resources reported from: |
Reunion- G Mining Services: NI43-101 Technical Report ……prepared for Reunion Gold Corporation…. 11th April 2024 |
G2- Mincon: NI 43-101 Technical Report and Mineral Resource Estimate for the Oko Gold Property ….. May 15, 2024 |
2 According to previous exchange complaints, results from news releases of other companies cannot be reported by a third party company unless they have also been reported in a 43-101 report. The recent results of drilling at Ghanie have not yet been reported in a 43-101. |
3 Ditto results for OKD 36 were not report in any 43-101. |
4 Strike and Dip |
5 Structural data from: Oko project, Guyana- update on Structural geological architecture and controls to mineralization. Brett Davis et al June 2023 – Which information was incorporated into G2's most recent 43-101 |
Key Terms of the Yono Purchase and Joint Venture Agreement
To acquire a 65% interest in the Yono Property (Guyana Mining Permit No 954/2014) Tajiri will issue the vendor, Nebula Resources Inc. or its shareholders ("Nebula"), 40,000,000 shares of Tajiri. Nebula is a private Guyana registered company, and will retain a 35% interest in the Property, free carried until completion of a positive bankable feasibility study.
Upon closing of the purchase the property will be transferred to a new Guyana trust company, whose only asset will be the Yono Property. Trust deeds will be made in favour of Tajiri (65%) and Nebula (35%). This is necessitated at this point in time by the property being a Mining Permit which may only be owned by citizens of Guyana or corporations whose shareholders are 100% owned by citizens of Guyana.
Upon eventual conversion to either a Prospecting or Mining License (which may be owned by foreign entities), ownership of 65% of the shares in the trust company shall be transferred to Tajiri or its nominee.
The acquisition of the interest in the Property is subject to Exchange approval and to the receipt of shareholder approval and the execution of relevant deeds by Nebula.
Under the agreement Tajiri has no mandated expenditure commitments.
An exploration joint venture will be formed on completion of the acquisition of the Tajiri's 65% interest. Tajiri will be the manager of the Joint Venture unless it relinquishes its position and withdraws as manager, becomes insolvent or is in material default of the agreement where this is not remedied within 60 days.
Each party is entitled to appoint two representatives to the management committee of the joint venture with the voting power of each party to be in accordance with the percentage interest of the party with Tajiri therefore having a controlling vote while its solely funds the project. All matters at meetings of the management committee will be decided by a majority of votes except the following matters which will require a unanimous decision:
In the event of the Parties unanimously approving the decision of a Party to dispose of its interest, Each Party shall have first rights of refusal to the interest the other Party is disposing.interest.
Upon completion of a positive bankable feasibility study a Mining Joint Venture Agreement will be executed and each party will be required to contribute their proportion of costs or risk dilution of their interest. If Nebula elects not to participate and fund its share, Nebula may convert its 35% interest to either a 10% NPI or 2.5% NSR. In this event, Nebula's full 35% interest will be reinstated if under any bankable feasibility study 70% of the first 24 months of the budget or 20% of the total estimated budget has not been expended or contractually committed within 3 years.
The agreements otherwise contain terms and conditions standard for agreements of this nature.
Two directors of the Tajiri - Messrs. Dominic O'Sullivan and Robert Power are indirect shareholders of Nebula. As such the transaction can be considered to be non-arm's length, or a related party transaction under Multi-lateral Instrument 61-110 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be issued to the insiders, nor the consideration for such securities, will exceed 25% of the Company's market capitalization.
Comments
CEO and President, Graham Kevil noted:
"The board and I believe this acquisition is compelling value for Tajiri. The purchase of 65% of Yono, located in the heart of what appears to be a growing Tier 1 gold asset is a coup for the Company. While the retained interest of the vendor is large it recognizes the special circumstances of the Property's location which may generate significant returns for Tajiri shareholders and the Vendor irrespective of future expenditures and the discovery of any exploitable ounces within Yono"
Qualified Person
The Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects for this news release is Dominic O'Sullivan a geologist, member of the AusIMM, Executive Chairman of Tajiri who has reviewed and approved its contents.
On Behalf of the Board,
Tajiri Resources Corp.
Graham Keevil,
President & CEO
About Tajiri
Tajiri Resources Corp. is a junior gold exploration and development Company with exploration assets located in two of the worlds least explored and highly prolific greenstone belts of Burkina Faso, West Africa and Guyana, South America. Lead by a team of industry professionals with a combined 100 plus years' experience the Company continues to generate shareholder value through exploration.
SOURCE Tajiri Resources Corp.
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