Star Metro - PJX Resources Announces Close of First Tranche of Private Placement

In the first tranche, the Company will issue 3,323,285 Units on a "flow through" basis (each a "Flow Through Unit") and 2,393,334 Units on a non-flow through basis (each a "Unit") for gross proceeds of $752,460. The subscription prices for each of the foregoing are $0.14 per Flow Through Unit and $0.12 per Unit. The 2^nd tranche of the offering is expected to close on or about July 31, 2025.

Each Flow Through Unit consists of one common share to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) and one common share purchase warrant. Each Unit consists of one common share and one common share purchase warrant. Each warrant acquired, whether with a Flow Through Unit or a Unit, will entitle the holder to purchase one common share at an exercise price of $0.20 for 24 months following completion of the Private Placement.

Certain directors of PJX, participated in the private placement. As insiders, the subscriptions of these parties are considered to be a "related party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). PJX intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

Finders' fees comprised of $36,236 cash and 283,520 non-transferable warrants may be paid in respect of the first tranche of the Private Placement. The warrants will entitle the holder to purchase one common share at an exercise price of $0.20 for 24 months following completion of the Private Placement.

All securities issuable in connection with the Private Placement will be subject to a statutory hold period in Canada which will run for four months from the date of the closing of the Private Placement. The Private Placement is subject to compliance with applicable securities laws and to receipt of the final approval and acceptance of the TSX Venture Exchange.

PJX intends to use the net proceeds of the Private Placement for expenditures on its properties located in Cranbrook, British Columbia, and for general working capital purposes. The Company will expend an amount equal to the gross proceeds received by the Company from the sale of the Flow Through Units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's projects in British Columbia, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the Flow Through Units effective December 31, 2025.

About PJX Resources Inc.
PJX is a mineral exploration company focused on building shareholder value and community opportunity through the exploration and development of mineral resources with a focus on gold, silver and base metals (zinc, lead, copper, nickel). PJX's properties are located in the historical Sullivan Mine District and Vulcan Gold Belt near Cranbrook and Kimberley, British Columbia. Please refer to our web site http://www.pjxresources.comfor additional information.

FOR ADDITIONAL INFORMATION PLEASE CONTACT:
Linda Brennan, Chief Financial Officer
(416) 799-9205
[email protected]

Cautionary Note Regarding Forward-Looking Information
The information in this news release has been prepared as at the date noted above. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking statements" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "may", "will" or similar terms.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by PJX Resources Inc. as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise required by law, PJX Resources Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in PJX Resources Inc.'s expectations or any change in events, conditions or circumstances on which any such statement is based.

Cautionary Note to US Investors:
This news release may contain information about adjacent properties on which PJX Resources Inc. has no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties. This news release may contain forward- looking statements including but not limited to the various prices and volume of the strategic investment; the use of proceeds from the Strategic Investment, and the structure of the Strategic Investment, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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 release.

SOURCE: PJX Resources Inc.

View the original press release on ACCESS Newswire

Ch.Levesque--SMC