Tenajon Resources Corp.
TSX VENTURE : TJS

Tenajon Resources Corp.

May 12, 2008 12:40 ET

Tenajon Closes $4.1 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2008) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Tenajon Resources Corp. (TSX VENTURE:TJS) (the "Company") is pleased to announce that it has closed the underwritten private placement, which includes the full amount of the over-allotment option, announced on April 29, 2008, raising gross proceeds of $4,125,000 through the issue of 7,500,000 flow-through common shares (the "Flow-Through Common Shares") at a price of C$0.55 per Flow-Through Common Share.

A syndicate of underwriters led by Canaccord Capital Corporation and including Blackmont Capital Inc. and Dundee Securities Corp. (collectively the "Underwriters") were paid a cash commission of 7.0% of the total proceeds raised upon closing and were issued underwriters' warrants ("Underwriters' Warrants") equal to 7.0% of the Flow-Through Common Shares issued pursuant to this Offering. Each Underwriters' Warrant will be exercisable to acquire one common share at $0.55 up to May 12, 2009.

All of the Flow-Through Common Shares and Underwriters' Warrants issued in the private placement are subject to a hold period that expires on September 13, 2008.

The Company intends to use the gross proceeds for general exploration expenditures which will constitute Canadian exploration expenses (as defined in the Income Tax Act) and renounced for the 2008 taxation year.

As previously announced on April 21, 2008, Tenajon has entered into a binding letter agreement with Pinnacle Mines Ltd. ("Pinnacle") to sell its subsidiary, 0781639 B.C. Ltd. to Pinnacle, subject to satisfaction of certain conditions including regulatory approval. Upon satisfaction of conditions to the sale, and upon completion of the sale of 0781639 B.C. Ltd. to Pinnacle, purchasers under this private placement (or their permitted transferees, assignees or designees) will be shareholders of Tenajon on the record date for the determination of the distribution of the shares of Pinnacle in accordance with terms of the sale.

Bruce McLeod and Don McLeod, both of whom are directors of Tenajon, acquired 50,000 and 90,900 flow-through shares respectively as subscribers under the private placement. The participation by an insider in the private placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities being issued nor the consideration paid exceeds 25% of Tenajon's market capitalization.

On Behalf of the Board of Directors

TENAJON RESOURCES CORP.

D. Bruce McLeod, President

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Tenajon Resources Corp.
    Bruce McLeod
    CEO, Director
    (604) 687-7545 or Toll Free: 1-888-338-2200
    or
    Tenajon Resources Corp.
    Brad Kopp
    (604) 687-7545 or Toll Free: 1-888-338-2200
    (604) 689-5041
    Email: info@tenajon.com
    Website: www.tenajon.com