Subcription Receipt Financing Funds Released from Escrow
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Vancouver, Canada – November 4, 2013 – Kombat Copper Inc. (TSX-V: KBT) (“Kombat” or the “Company”) is pleased to announce that it has satisfied the Escrow Release Conditions (as defined below) with respect to the subscription receipts (the “Subscription Receipts”) issued in its recent private placement (the “Private Placement”) and sold at a price of $0.10 per Subscription Receipt. Accordingly, gross proceeds of $2,928,700 have been released from escrow to the Company. Included in the gross proceeds are the proceeds from a second tranche of the Private Placement closed on October 31, 2013 for gross proceeds of $25,000.
The conditions for release (the “Escrow Release Conditions”) included: (i) disinterested shareholder approval of the potential creation of a new control person arising from the issuance of Subscription Receipts to F&M and JJ Global Resource Fund (“F&M”), and for the Private Placement to F&M (the “Required Resolutions”); and (ii) receipt of the final approval to the Private Placement from the TSX Venture Exchange (the “Exchange”).
All of the resolutions at the Company’s special meeting of its shareholders held on October 31, 2013 (the “Meeting”) were duly passed, including the Required Resolutions. And on November 4, 2013, the Company received the Exchange’s final approval to the Private Placement. Accordingly, as the Escrow Release Conditions have been met, the gross escrowed proceeds of $2,928,700 from the two tranches of the Private Placement have been released from escrow to the Company.
The Company is also pleased to announce that at the Meeting, the number of directors of the directors has been fixed at five (5), and each of Scott Kelly, Sharles Mostert, Michael Hoffman, Frederick William Nielson and Duane Parnham were appointed directors of the Company. In addition, the Company also approved the change of the Company’s registered and records office and the continuation of the Company’s Share Option Plan.
With the satisfaction of the Escrow Release Conditions, an aggregate of 29,287,000 Subscription Receipts issued in the Private Placement have been automatically converted for no additional consideration in accordance with the terms thereof into units of the Company (each, a “Unit”). Each Unit will be comprised of one common share (a "Share") and one warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Share (a "Warrant Share") at a price of $0.20 per Warrant Share for a period of three years from the date of closing of the Private Placement. The Warrants if at any time after four months and one day from the closing date, the Shares trade at $0.30 per share or higher on the Exchange (on a volume weighted adjusted basis) for a period of 30 consecutive days, the Company will have
- 2 -
the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.
In connection with the Private Placement the Company has paid cash commission in the total amount of up to $88,577.20 and issued an aggregate of 500,000 Common Shares and 223,300 warrants (the “Finder’s Warrants”) to eligible finders. The Finder’s Warrants will have the same terms as the Warrants. The Company’s financial advisor with respect to this transaction was Raymond James Ltd.
The proceeds from the Private Placement will be used to fund site exploration on the Company’s mining licenses in the Otavi Mountainlands, Namibia and for general corporate purposes. All securities issued will be subject to a hold period of four months and one day.
About Kombat Copper Inc.
Kombat is a publicly traded Canadian exploration and development company with its core operations focused on copper resources in Namibia, one of the world’s most prospective copper regions, where it has substantial assets in place with significant exploration upside.
The Company holds an 80% interest in five mining licenses in the Otavi Mountainlands, an area of Namibia particularly known for its high-grade copper deposits. Within these licenses are three past-producing mines including the Company's flagship property: the past-producing Kombat Mine. The Kombat Mine's extensive infrastructure includes an 800m exploration shaft which was opened in 2006, three recently-operational shafts, ramp systems, extensive underground workings, mine buildings, a tailings facility, a mill and concentrator (replacement value est +$100MM) all supported by the Company's local town-site. The Kombat mine originally opened in 1962 and historically produced ~8.7 million tonnes of ore grading 3.1% Cu and is linked to vital existing infrastructure, including power, water, roads, and rail with close proximity to the port of Walvis Bay and to one of only five commercial-grade smelters in Africa located in Tsumeb.
In addition to mining licenses, the Company holds an 80% interest in five Exclusive Prospecting Licenses ("EPL's") covering an area of more than 2200 km2. The EPL's are located also within the copper-rich Otavi Mountainlands and are in close proximity to Tsumeb.
For further information, contact:
Scott Kelly, Executive Vice-President at:
+1 (416) 471-8828
Cautionary Notes
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.
This news release may contain forward-looking statements. These statements include statements regarding the proposed use of proceeds and release of proceeds from escrow. These statements are based on current expectations and assumptions that are subject to risks
- 3 -
and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 “1933 Act”), or any state securities laws and may not be offered or sold 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 such registration or an applicable exemption from such registration requirements.