/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
RELEASE, PUBLICATION, DISTRIBUTION, DISSEMINATION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED
STATES/
VANCOUVER, BC, Jan. 24,
2023 /CNW/ - Kainantu Resources Ltd. (TSXV: KRL)
(FSE: 6J0) ("KRL" or the "Company"), the Asia-Pacific focused gold mining company, is
pleased to announce that it has closed the final tranche of its
previously announced private placement financing of C$2.5 million (the "Offering"), originally
announced on October 19, 2022.
As previously announced, under the first tranche of the
Offering, the Company has issued an aggregate of 15,635,790 units
of the Company (the "Units") at a price of C$0.11 per Unit to raise gross proceeds of
C$1,719,937. Each Unit is comprised
of one common share of the Company (each, a "Common Share") and one
common share purchase warrant (each, a "Warrant"), with each
Warrant being exercisable for one Common Share at an exercise price
of C$0.22 per Common Share at any
time up to thirty-six (36) months following the closing date of the
Offering, with each Warrant being subject to acceleration in
certain circumstances.
Under the final tranche of the Offering, the Company has issued
an aggregate of 7,098,940 Units at a price of C$0.11 per Unit to raise gross proceeds of
C$780,883.41. Each Unit is comprised
of one Common Share and one Warrant, with each Warrant being
exercisable for one Common Share at an exercise price of
C$0.22 per Common Share at any time
up to thirty-six (36) months following the closing date of the
Offering, with each Warrant being subject to acceleration in
certain circumstances.
The Common Shares and Warrants issued pursuant to the final
tranche of the Offering, as well as the Common Shares issuable upon
exercise of the Warrants, if any, are subject to a statutory hold
period of four (4) months and a day ending on May 24, 2023, in accordance with applicable
securities law.
Matthew
Salthouse, CEO of KRL, commented:
"We are pleased to close the placement in the current market
and believe this supports the operations and ongoing progression of
the Company towards an initial drilling campaign. In addition,
ongoing discussions with Harmony to progress with the Kili Teke
acquisition shows the commitment of both parties to closing this
acquisition."
Use of Proceeds
The net proceeds from the final tranche of the Offering will be
used to advance exploration programmes focusing on specific
high-grade potential drilling targets at KRL North (adjacent to
K92), KRL South (focusing on the Ontenu target) and May River
(primarily at the Mountain Gate prospect).
Proceeds will also be used for general working capital
purposes.
Finder's Fees
No finders' fees were incurred in the final tranche of the
private placement.
Multilateral Instrument 61-101 –
Related Party Transaction
Snowfields Wealth Management Limited ("Snowfields") is an
insider of the Company as it is controlled by Geoffrey Lawrence, a non-executive director of
the Company and holds 19.51% of the Common Shares of the Company on
a partially diluted basis.
Snowfields participated in the final tranche of the Offering by
purchasing 3,689,664 Units for an aggregate subscription price of
C$405,863.05, and, accordingly, the
Offering constitutes a "related party transaction" for the Company
within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
The Company is exempt from the requirements to obtain a formal
valuation and minority shareholder approval under MI 61-101 as the
fair market value of Snowfields participation in the Offering does
not exceed more than 25% of the market capitalization of the
Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI
61-101.
Mr. Marcus Engelbrecht is an
insider of the Company, as non-executive chairman of the Company
and holds 0.44% of the Common Shares of the Company on a partially
diluted basis.
Mr. Engelbrecht participated in the final tranche of the
Offering by purchasing 181,820 Units for an aggregate subscription
price of C$20,000.20, and,
accordingly, the Offering constitutes a "related party transaction"
for the Company within the meaning of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
The Company will not file a material change report more than
twenty-one (21) days before the expected closing date of the
Offering, as the Company wished to close the Offering as soon as
practicable. A copy of the early warning reports to be filed by the
Company in connection with the Offering will be available on SEDAR
at www.sedar.com under the Company's profile and may also be
obtained by contacting the Company at info@krl.com.sg. This news
release is issued under the early warning provisions of the
Canadian securities legislation.
Neither 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.
About Kainantu Resources
(KRL)
Kainantu Resources ("KRL")' is an Asia-Pacific focused gold mining company with
three highly prospective gold-copper projects, KRL South, KRL North
and the May River Project. All projects are located in premier
mining regions in PNG. Both KRL North and KRL South show potential
to host high-grade epithermal and porphyry mineralisation, as seen
elsewhere in the high-grade Kainantu Gold District. The May River
project is in close proximity to the world-renowned Frieda River
Copper-Gold Project, with historical drilling indicating the
potential for significant copper-gold projects. KRL has a highly
experienced board and management team with a proven track record of
working together in the region; and an established in-country
partner. KRL has also executed an agreement to acquire the
Kili Teke project in the western highlands of PNG.
Neither the TSX-V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this
release.
Disclaimer and Forward-Looking
Information
This release contains forward-looking statements, which
relate to future events or future performance and reflect
management's current expectations and assumptions. Such
forward-looking statements reflect management's current beliefs and
are based on assumptions made by and information currently
available to the Company. All statements, other than statements of
historical fact, are forward-looking statements or information.
Forward-looking statements or information in this news release
relate to, among other things: the expected use of proceeds from
the closing of the second tranche of the Offering. These
forward-looking statements and information reflect the Company's
current views with respect to future events and are necessarily
based upon a number of assumptions that, while considered
reasonable by the Company, are inherently subject to significant
operational, business, economic and regulatory uncertainties and
contingencies. These assumptions include; success of the Company's
projects; prices for gold remaining as estimated; currency exchange
rates remaining as estimated; availability of funds for the
Company's projects; capital, decommissioning and reclamation
estimates; prices for energy inputs, labour, materials, supplies
and services (including transportation); no labour-related
disruptions; no unplanned delays or interruptions in scheduled
construction and production; all necessary permits, licenses and
regulatory approvals are received in a timely manner; and the
ability to comply with environmental, health and safety laws. The
foregoing list of assumptions is not exhaustive. The Company
cautions the reader that forward-looking statements and information
involve known and unknown risks, uncertainties and other factors
that may cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements
or information contained in this news release and the Company has
made assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: fluctuations in
gold prices; fluctuations in prices for energy inputs, labour,
materials, supplies and services (including transportation);
fluctuations in currency markets (such as the Canadian dollar
versus the U.S. dollar); operational risks and hazards inherent
with the business of mineral exploration; inadequate insurance, or
inability to obtain insurance, to cover these risks and hazards;
our ability to obtain all necessary permits, licenses and
regulatory approvals in a timely manner; changes in laws,
regulations and government practices, including environmental,
export and import laws and regulations; legal restrictions relating
to mineral exploration; increased competition in the mining
industry for equipment and qualified personnel; the availability of
additional capital; title matters and the additional risks
identified in our filings with Canadian securities regulators on
SEDAR in Canada (available at
www.sedar.com). Although the Company has attempted to identify
important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be
as anticipated, estimated, described, or intended. Investors are
cautioned against undue reliance on forward-looking statements or
information. These forward-looking statements are made as of the
date hereof and, except as required under applicable securities
legislation, the Company does not assume any obligation to update
or revise them to reflect new events or circumstances.
SOURCE Kainantu Resources Ltd.