RJK Explorations Ltd. Announces Private Placement for Gross Proceeds up to $130,000

Rhea-AI Summary

RJK Explorations (TSXV: RJKAF) announced a non-brokered private placement to raise up to $130,000 by selling Units at $0.025 each. Each Unit includes one common share and one warrant; each Warrant is exercisable for one share at $0.05 for five years. The company plans to allocate 80% of proceeds to working capital and general corporate purposes and 20% to its exploration program.

The Offering may close in one or more tranches, is subject to TSXV approval, carries a four-month-plus-one-day hold period, and may include participation by insiders relying on MI 61-101 exemptions. Securities will not be registered in the U.S.

Positive

• Planned gross proceeds of $130,000 to support operations and exploration
• Clear use of proceeds: 80% working capital, 20% exploration
• Warrants exercisable at $0.05 for five years could provide future capital if exercised

Negative

• Issuance price of $0.025 per Unit implies meaningful near-term dilution
• No minimum subscription; Offering may close without a minimum raise
• Insider participation relying on MI 61-101 exemptions may concern minority shareholders
• Securities not registered in the U.S., restricting access for U.S. investors

Kirkland Lake, Ontario--(Newsfile Corp. - January 23, 2026) - RJK Explorations Ltd. (TSXV: RJX.A) (the "Company") is pleased to announce a non-brokered private placement for gross proceeds of up to $130,000 (the "Offering"). The Offering will consist of the sale of units (the "Units") of the Company at a price of $0.025 per Unit. Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $0.05 for a period of five years from the date of issuance. The Company intends to use 80% of the gross proceeds for working capital and general corporate purposes, and 20% to fund its exploration program on its exploration properties.

The Offering is subject to customary closing conditions including, but not limited to, receipt of approval of the TSX Venture Exchange. The closing of the Offering may occur in one or more tranches and is not subject to receipt of a minimum amount of gross proceeds. The securities issued pursuant to the Offering will be subject to a four-month and one day hold period in accordance with applicable Canadian securities laws and TSXV policies.

Certain insiders of the Company may participate in the Offering. Any participation by insiders in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the Offering by insiders will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Contact Information
Glenn Kasner, CEO
Mobile: (705)568-7567
Email: info@rjkexplorations.com
Web Site: https://www.rjkexplorations.com
Company Information: Tel: (705) 568-7567

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.

Forward-Looking Statements
Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements or information appear in a number of places and can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information include statements regarding the Offering generally, the proceeds that may be raised in connection with the Offering, the proposed use of proceeds and the Company's exploration plans. With respect to forward-looking statements and information contained herein, we have made numerous assumptions, including assumptions about our ability to close additional tranches of the Offering in a timely manner, if at all, and the state of the equity markets. Such forward-looking statements and information are subject to risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Such risks include the ability of the Company to meet the conditions of closing, our ability to conduct our exploration programs as planned, changes in equity markets, share price volatility, volatility of global and local economic climate, diamond price volatility, political developments, increases in costs, exchange rate fluctuations, speculative nature of diamond exploration and other risks involved in the diamond exploration industry. See the Company's annual and quarterly financial statements and management's discussion and analysis for additional information on risks and uncertainties relating to the forward-looking statement and information. There can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update any forward-looking statements or information except as required by law. All forward-looking statements and information herein are qualified by this cautionary statement.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281477

FAQ

What is the Offering size and unit price for RJK Explorations (RJKAF) announced January 23, 2026?

The company announced a non-brokered private placement to raise up to $130,000 by selling Units at $0.025 per Unit.

What does each Unit include in the RJKAF private placement and the warrant terms?

Each Unit includes one common share and one warrant; each warrant allows purchase of one share at $0.05 for five years from issuance.

How will RJK Explorations (RJKAF) use the proceeds from the private placement?

The company intends to use 80% of gross proceeds for working capital and corporate purposes and 20% to fund exploration on its properties.

Will insiders be allowed to participate in the RJKAF Offering and what approvals are involved?

Certain insiders may participate; the company intends to rely on MI 61-101 exemptions and the Offering is subject to TSXV approval.

Are the securities from RJKAF's Offering available to U.S. investors?

No; the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an exemption.