- Kincora closes oversubscribed A$2m private placement
-
- Lead from largest shareholder, Big Ben Holdings Pty Limited
("BBH"), subscribing for 10.4m new
Chess Depositary Interests ("CDIs")
- Further 30.2m CDIs placed with
professional and sophisticated investors
VANCOUVER, BC, Aug. 8, 2023
/CNW/ - Kincora Copper Limited (ASX: KCC) (TSXV: KCC)
(Kincora or the Company) has closed its recently
announced placement for A$2 million
via the issuance of 40.6 million new CDIs at A$0.05 per share (C$0.045), representing a 25.4% and 21% discount
respectively to the last closing price and 15-day VWAP of the
Company's CDI's on the ASX prior to the Company CDIs being placed
in a trading halt on July 27, 2023
("Brokered Placement"). The Brokered Placement was oversubscribed
and includes a one (1) for two (2) free-attaching option
exercisable at A$0.075 (C$0.065) and expiring 24-months from the issue
("Attaching Options").
The proceeds from the placement will be used to continue ongoing
drilling efforts across the NSW project portfolio, support
corporate development initiatives and for general working capital
purposes.
The CDI's issued under the Brokered Placement have been issued
within existing capacity under ASX Listing Rule 7.1/a and are
subject to TSX Venture Exchange approval (conditional approval in
place). The Attaching Options and Broker Options are subject to
shareholder approval at the AGM to be convened in September.
Morgans Corporate Ltd and Bridge Street Capital Partners Pty Ltd
have acted as Joint Lead Managers. Associated with the raising 7.5
million unquoted options will be issued at an exercise price of
$0.075 and expiring 24-months from
the issue ("Broker Options") and a 5% cash fee was paid on funds
raised. The Broker Options will be issued subject to shareholder
approval to be sought at the AGM referred to above.
The participation by BBH in the private placement is a related
party transaction under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") and TSXV Policy 5.9. The
Company is relying upon the exemption from the valuation
requirement for related party transactions provided in section
5.5(a) of MI 61-101, and the exemption from the requirement to
obtain shareholder approval in respect of the participation by BBH
provided in section 5.7(1) (a) of MI 61-101 on the basis that the
fair market value of the related party participation was less than
25% of the Company's market capitalization, calculated in
accordance with MI 61-101.
The Company notes BBH has today filed an early warning report
advising of a change in its holdings in Kincora.
BBH has acquired beneficial ownership and control of an
additional 10,400,000 shares of Kincora, representing 5.0% of the
issued and outstanding common shares of Kincora. The share issue
includes 5,200,000 free-attaching options expiring 24 months from
date of issue, each convertible into one fully paid common share on
exercise, representing securities convertible into 2.5% of the
issued and outstanding common shares of Kincora.
BBH now has direct ownership and control over an aggregate of
31,915,152 common shares of Kincora, representing 15.4% of the
issued and outstanding common shares of Kincora.
The securities were acquired after completion of its most recent
acquisition of shares following a brokered placement of the issuer
and BBH may acquire further securities of Kincora in the
future.
The securities were issued under an exemption from the
prospectus requirements set out in section 2.3 of NI 45-106.
This announcement has been authorised for release by the
Board of Kincora Copper Limited (ARBN 645 457 763)
Forward-Looking Statements
Certain information regarding Kincora contained herein may
constitute forward-looking statements within the meaning of
applicable securities laws. Forward-looking statements may include
estimates, plans, expectations, opinions, forecasts, projections,
guidance or other statements that are not statements of fact.
Although Kincora believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to have been correct. Kincora
cautions that actual performance will be affected by a number of
factors, most of which are beyond its control, and that future
events and results may vary substantially from what Kincora
currently foresees. Factors that could cause actual results to
differ materially from those in forward-looking statements include
market prices, exploitation and exploration results, continued
availability of capital and financing and general economic, market
or business conditions. The forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
The information contained herein is stated as of the current date
and is subject to change after that date. Kincora does not assume
the obligation to revise or update these forward-looking
statements, except as may be required under applicable securities
laws.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) or the Australian Securities
Exchange accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Kincora Copper Limited