RJK to Extend Warrant Terms

By Kevin Vincent

RJK Explorations Ltd. has announced its intention to amend 900,000 outstanding common share purchase warrants (“Warrants”) initially issued through a private placement that closed on December 31, 2021. The proposed changes, pending approval, include extending the expiry term and reducing the exercise price on a portion of the Warrants.

Key Details of the Warrant Amendments

1. Term Extension:

• The expiration date for all 900,000 Warrants will be extended from December 31, 2024, to December 31, 2026.

2. Exercise Price Reduction:

• The exercise price for 590,000 Warrants will be reduced from $0.25 to $0.10.

• For the remaining 400,000 Warrants held by insiders (“Insider Warrants”), only 90,000 are eligible for the price adjustment due to TSX Venture Exchange policies.

3. Acceleration Provision:

• Amended Warrants with the reduced exercise price will include an acceleration clause.

• If the Company’s common share price exceeds $0.125 for ten consecutive trading days post-amendment, the Warrants’ expiry date will accelerate, giving holders 30 days to exercise the Warrants.

Approval Process

The amendments are subject to:

• Warrant Holder Consent: All Warrant holders must approve the changes.

• Exchange Approval: The TSX Venture Exchange must provide regulatory approval.

An updated news release will follow once approvals are secured.

Insider Participation and MI 61-101 Compliance

• Insider Warrants:

• Of the 400,000 Warrants held by insiders, only 90,000 will be subject to the exercise price reduction due to Exchange regulations.

• Related Party Considerations:

• The amendments to the Insider Warrants constitute a “related party transaction” under MI 61-101 but qualify for exemptions from valuation and minority approval requirements.

• These exemptions apply as the fair market value of the transaction does not exceed 25% of the Company’s market capitalization.

Historical Context

Further to RJK’s November 7, 2024, news release regarding the private placement closing, insiders subscribed for an aggregate amount of $130,000. The participation of these insiders also qualified as a “related party transaction” under MI 61-101 and met similar exemption criteria.

Next Steps

The proposed Warrant Amendments represent a strategic move to incentivize Warrant holders while aligning with regulatory requirements. Pending approvals, these changes may strengthen the Company’s capital structure and encourage exercise participation under the adjusted terms.

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