TANTALEX LITHIUM RESOURCES CORPORATION
PARTIAL REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
Tantalex Lithium Resources Corporation (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on July 7, 2025.
The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.
Interpretation
Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Issuer:
The Issuer was incorporated under the Business Corporations Act (British Columbia) on September 28, 2009.
The head office of the Issuer is located at 1410-120 Adelaide St. West, Toronto, Ontario, M5H 1T1, Canada.
The Issuer is a reporting issuer under the securities legislation of the provinces of Alberta, British Columbia, and Ontario and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.
The Issuer’s authorized capital consists of an unlimited number of common shares (the Common Shares) without par value, of which a total of 907,011,459 Common Shares are issued and outstanding.
The Common Shares of the Issuer are listed on the Canadian Securities Exchange (CSE) under the symbol “TTX”, on the Frankfurt Stock Exchange under the symbol “DW8” and on the US OTCQB Venture Market under the symbol “TTLXF”. The securities of the Issuer are not listed or quoted on any other exchange or marketplace in Canada or elsewhere.
In connection with the FFCTO, on July 8, 2025, the Common Shares were suspended from trading on the CSE.
The FFCTO was issued as a result of the Issuer’s failure to file the following continuous disclosure documents as required by Ontario securities law:
(i) audited annual financial statements for the year ended February 28, 2025, as required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102),
(ii) management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended February 28, 2025, as required by NI 51-102, and
(iii) certification of the foregoing filings, as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109)
(collectively, the Required Documents).
- Subsequent to the failure to file the Required Documents, the Issuer also failed to file the following documents:
(i) interim unaudited financial statements for the interim period ended May 31, 2025, as required by NI 51-102,
(ii) MD&A relating to the financial statements for the interim period ended May 31, 2025, as required by NI 51-102, and
(iii) certification of the foregoing filings, as required by NI 52-109
(together with the Required Documents, the Required Continuous Disclosure).
The Issuer is seeking a partial revocation of the FFCTO in order to permit it to conduct a private placement offering of up to 232,860,667 Common Shares at C$0.015 each (based on the last previous closing price while the Issuer was still actively trading) for a total of C$3,492,910 (USD$2,531,224) (the Offering).
The Offering will be conducted on a prospectus exempt basis with investors resident in Canada in reliance on, and in accordance with the accredited investor exemption in section 73.3 of the Securities Act (Ontario) or section 2.3 of National Instrument 45-106 Prospectus Exemptions, as applicable.
The Offering will be completed in accordance with all applicable laws.
Other than the failure to file the Required Continuous Disclosure and pay any related filing fees, participation fees and late fees, the Issuer is not in default of any of the requirements of applicable securities legislation in any jurisdiction of Canada. The Issuer is not in default of the FFCTO. The Issuer's SEDAR+ and SEDI profiles are up to date.
The Issuer is seeking a partial revocation of the FFCTO to conduct the Offering in order to obtain sufficient funds to prepare and file the Required Continuous Disclosure and provide it with sufficient working capital to fund the expenses as outlined below in order to continue its operations, until it can subsequently apply for a full revocation of the FFCTO.
The Issuer intends to allocate the proceeds from the Offering as follows:
Description
Estimated Amounts (CA$)
Legal Fees, including costs associated with applying for a full revocation order of the FFCTO
$50,000
Accounting and Audit Fees, including costs associated with preparing and filing the Required Continuous Disclosure
$180,000
Regulatory, Late Filing and Participation Fees
$45,000
Transfer Agent and Registrar Fees
$30,000
Democratic Republic of Congo (DRC) Immediate Contingencies
$3,187,910
Total
$3,492,910
Subsequent to this partial revocation order being granted and within a reasonable time following the completion of the Offering, the Issuer intends to apply for and obtain a full revocation of the FFCTO by filing the Required Continuous Disclosure, paying all outstanding fees and correcting any other continuous disclosure deficiencies that may subsequently arise.
The Issuer has provided an undertaking to the Principal Regulator to file the Required Continuous Disclosure and to pay all outstanding fees within ninety (90) days following the completion of the Offering.
As the Offering would involve a trade of securities, the Offering cannot be completed without the partial revocation of the FFCTO.
The Issuer reasonably expects that the proceeds raised in the Offering will be sufficient to bring its continuous disclosure obligations up to date and to apply for a full revocation of the FFCTO and pay all outstanding related fees.
Upon issuance of this partial revocation order, the Issuer will issue a press release announcing this partial revocation order and the intention to complete the Offering. Upon completion of the Offering, the Issuer will issue a press release and file a material change report. As other material events transpire, the Issuer will issue appropriate press releases and file material change reports as applicable.
Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed to the public.
Order
The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the trades in securities of the Issuer (including for greater certainty, acts in furtherance of trades in securities of the Issuer) that are necessary for and are in connection with the Offering, provided that:
(a) prior to completion of the Offering, the Issuer will:
(i) provide to each participant in the Offering (a Participant) a copy of the FFCTO,
(ii) provide to each Participant a copy of this partial revocation order, and
(iii) obtain from each Participant a signed and dated acknowledgement, which clearly states that all of the Issuer's securities, including the securities issued in connection with the Offering, will remain subject to the FFCTO until a full revocation order is granted and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future;
(b) the Issuer will make available a copy of the written acknowledgements referred to in paragraph 22(a)(iii) above to staff of the Principal Regulator on request;
(c) this partial revocation order only varies the FFCTO and does not provide an exemption from the prospectus requirement; and
(d) this partial revocation order will terminate on the earlier of:
(i) the completion of the Offering, and
(ii) 60 days from the date hereof.
DATED at Toronto, Ontario on this 19th day of September, 2025.
“Erin O’Donovan”
Erin O’Donovan
Associate Vice President, Corporate Finance
Ontario Securities Commission OSC File#: 2025/0540