In This Article:
Kirkland Lake, Ontario--(Newsfile Corp. - December 6, 2024) - RJK Explorations Ltd. (TSXV: RJX.A) ("RJK" or the "Company") announces that the Company intends to amend a total of 900,000 outstanding common share purchase warrants (the "Warrants") previously issued pursuant to the Company's non-brokered private placement that closed December 31, 2021 (the "Private Placement").
The Warrants are currently exercisable at a price of $0.25 to purchase one common share in the capital of the Company for a term expiring on December 31, 2024. The Company wishes to (i) amend all the outstanding Warrants to extend their term to December 31, 2026, and (ii) to amend 590,000 of the Warrants to reduce the exercise price from $0.25 to $0.10 (together, the "Warrant Amendments").
400,000 Warrants (the "Insider Warrants") are held by an insider of the Company, and pursuant to TSX Venture Exchange (the "Exchange") policy, only 90,000 of the Insider Warrants are eligible for exercise price amendment.
The amendment of the Warrants is subject to the prior consent of all Warrant holders and the approval ("Warrant Amendment Approval") and the approval of Exchange. Upon receipt of such approvals, the Warrants will be deemed to be amended to adjust their term and, where applicable, their exercise price, accordingly. The Warrants that have their exercise price reduced pursuant to the Warrant Amendments will also be deemed to have been amended to include an acceleration provision whereby, if for any ten (10) consecutive trading days following the Warrant Amendments the closing price of the Company's common shares ("Common Shares") exceeds $0.125, the Warrants' expiry date will be accelerated such that holders will have thirty (30) calendar days to exercise the Warrants (if they have not first expired in the normal course).
The Company intends to issue an updating news release upon receipt, if any, of Warrant Amendment approval.
The application of the Warrant Amendments to the Insider Warrants constitutes a "related party transaction" within MI 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but are exempt from the MI 61 101 valuation and minority approval requirements for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the Related Parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101). The Company did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before the effective date of the Warrant Amendments as the company does not consider the Warrant Amendments to constitute a material change.