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A.I.S. Resources Limited ( TSXV: AIS,OTC:AISSF, OTC-PINK: AISSF ) ("AIS" or the "Company") announces a non-brokered private placement of up to 5,000,000 common shares at a price of $0.03 per common share for gross proceeds of $150,000 (the " Private Placement "). The proceeds will be used for general working capital.
Closing of the Private Placement is subject to acceptance by the TSX Venture Exchange. All securities issued in connection with the Private Placement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws.
Certain directors and officers may participate in the Private Placement. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Private Placement nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
Bi-Weekly default status report
The Company is providing a bi-weekly default status report in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203"). On July 30, 2025, the Company announced that it has been granted a voluntary management cease trade order in accordance with NP 12-203 due to it not being able to file its annual financial statements and management's discussion and analysis ("MD&A") for the year ended March 31, 2025, and the related CEO and CFO certifications (collectively, the "Annual Filings") on SEDAR within 120 days of its financial year-end. The management cease trade order has been granted by the Company's principal regulator, the British Columbia Securities Commission.
The Company was not able to complete the year-end audit within the time periods required by National Instrument 51-102 due to insufficient funds. As a result, the Company requires additional time to file the Annual Filings.
The Company's audit is substantially completed. Proceeds from the private placement will be partially used to complete the audit. The Company expects to file its Annual Filings as soon as they are available, but in any event no later than September 29, 2025, and will issue a news release once they have been filed.
Pursuant to NP 12-203, the Company must file bi-weekly default status reports in the form of further news releases during the period of the MCTO. The Company reports that it is working diligently with its auditors to complete the audit in a timely manner and since its news release of July 30, 2025, there have been no material changes regarding the information contained in that news release other than as disclosed herein. The Company confirms there have been no failures by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203, and there has not been, nor is there anticipated to be, any specified default subsequent to the default announced in the Company's news release of July 30, 2025. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this news release.
Buda Juice LLC Update
On August 27, 2025 Buda Juice LLC filed a registration statement on Form S-1 with the Securities and Exchange Commission to register shares of common stock and engage in an initial public offering. AIS holds a minority stake in Buda Juice LLC.
About A.I.S. Resources Limited
A.I.S. Resources Limited is a publicly traded company listed on the TSX Venture Exchange. The Company focuses on natural resource opportunities, aiming to unlock value by acquiring early-stage projects and providing the necessary technical and financial support to develop them. AIS is guided by a seasoned team of engineers, geologists, and finance professionals with a proven track record of success in capital markets.
On Behalf of A.I.S. Resources Limited
Martyn Element
Chairman
Corporate Contact
For further information, please contact:
Martyn Element, Chairman of the Board
T: +1-604-220-6266
E: melement@aisresources.com
Website: www.aisresources.com
ADVISORY: This press release contains forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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