Taranis Resources Inc. — Capital/Financing Update 2025

Jun 20, 2025

FOR IMMEDIATE RELEASE

Taranis Resources Inc.

681 Conifer Lane

Estes Park, Colorado

80517

www.taranisresources.com

TARANIS RESOURCES INC.

Taranis Announces Private Placement

Not for dissemination or distribution in the United States and not for distribution to United States
Newswire services

Estes Park, Colorado, June 20, 2025 – Taranis Resources Inc. (“Taranis” or the “Company”) [TSX.V: TRO, OTCQB: TNREF] is pleased to announce a non-brokered private placement (the “Offering”) of the sale of up to 3,000,000 units (the “Units”) at a price of $0.18 per Unit, with each Unit to consist of one common share and one non-transferable share purchase warrant (each a “Warrant”), with each Warrant to entitle the holder to purchase one additional common share at a price of $0.25 for a period of 24 months from closing.

The proceeds from the Offering will be used to incur further exploration expenses at the Company’s Thor property in southeastern British Columbia, as well as for working capital purposes. (See the Company’s June 9, 2025 news release regarding the status of the Company’s exploration activities at its Thor property.)

Finders’ fees or brokers’ commissions may be paid in accordance with TSX Venture Exchange policy. All securities issued as part of the Offering will be subject to a hold period in Canada of four months and one day from the closing of the Offering. The Offering and the payment of any finders’ fees or brokers’ commissions are subject to TSX Venture Exchange acceptance.

Taranis anticipates that insiders may subscribe for a portion of the Offering. The participation of insiders in the Offering would constitute a related party transaction, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”). Taranis intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the Offering would not exceed 25% of Taranis’s market capitalization.

Qualified Person

Exploration activities at Thor are overseen by John Gardiner (P. Geo.), who is a Qualified Person under the meaning of Canadian National Instrument 43-101. John Gardiner, P.Geo. is a principal of John J. Gardiner & Associates, LLC, which operates in British Columbia under Firm Permit Number 1002256.

For additional information on Taranis or its 100%-owned Thor project in British Columbia, visit www.taranisresources.com

Taranis currently has 100,348,794 shares issued and outstanding (113,827,227) shares on a fully-diluted basis).

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TARANIS RESOURCES INC.

Per: John J. Gardiner (P. Geo.),
President and CEO

For further information contact:

John J. Gardiner
681 Conifer Lane
Estes Park, Colorado
80517
Phone: (720) 209-3049
johnjgardiner@earthlink.net

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for the sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial 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 NEWS RELEASE.

This News Release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of factors beyond its control, and actual results may differ materially from expected results.