Kintavar Exploration Inc. Announces Completion of Qualifying Transaction and Anticipated Date of Trading
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KINTAVAR EXPLORATION INC.
Kintavar Exploration Inc. Announces Completion of Qualifying Transaction and
Anticipated Date of Trading
Montreal, Quebec, March 27, 2017 – Kintavar Explor ation Inc. (the “Corporation”) (TSX-V:
KTR), formerly Black Springs Capital Corp. (T SX-V: BSG.H), a Capital Pool Company listed
on the NEX board of the TSX Venture Exchange (the “ Exchange”), is pleased to announce that
it completed, on March 24, 2017, its prev iously announced amalgamation (the
“Amalgamation”) with Groupe Ressources Géomines Inc. (“ Géomines”) and financing for
aggregate gross proceeds of $2,019,003, of wh ich $937,293 closed concurrently with the
Amalgamation (the “Concurrent Financing”, and with the Amalgamation, the “Transaction”).
In connection with the Transaction, the Co rporation was continued under the Business
Corporation Act (Quebec) and changed its name to “Kintavar Exploration Inc.”. The Transaction
will constitute the Corporation’s “Qualifying Transaction” pursuant to Policy 2.4 – Capital Pool
Companies of the Exchange and the Corporation will carry on the business of Géomines.
Immediately prior to the Amalgamation, Géomines completed the acquisition of the gold asset
portfolio from GéoMéga Resources Inc. ("GéoMéga").
The Corporation’s common shares (the “Shares”) will resume trading on the Exchange under the
new ticker symbol “KTR” after the Exchange’s conditions for listing are satisfied and the
Exchange issues its final bulletin confirmi ng the completion of the Transaction. The
Corporation’s Shares are anticipated to resume trading on April 3, 2017.
The focus of the Corporation’s business will be the acquisition, exploration, development and
operation of mineral properties, with its principa l focus at this stage on the WHN-Boisvert and
Anik properties in the Province of Québec. Additional information in respect of the
Corporation’s business and the WHN-Boisvert and Anik properties is available in the
Corporation’s filing statement dated March 7, 2017 (the “Filing Statement”), available under the
Corporation’s profile on www.sedar.com.
Pursuant to the Amalgamation, (i) the shareholders of Black Springs Capital Corp. were issued,
4,125,000 Shares (pursuant to a 1:2 ex change ratio), and (i i) the shareholders of Géomines were
issued 35,025,529 Shares, of which 17,857,143 were issued to GéoMéga, and 1,001,250
Warrants (pursuant to a 1:1 exchange ratio).
The Corporation has also paid a finder's fee in the aggregate amount 571,428 Shares to arm’s
length finders.
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Financing
Concurrently with the closing of the Transac tion, the Corporation completed the Concurrent
Financing pursuant to a non-brokered private placement of (i) 1,183,510 Shares, issued on a flow
through basis, at a price of $0.18 per Share, and (ii) 5,173,293 units (the “ Units”) at a price of
$0.14 per Unit for aggregate gross proceeds of $ 937,293. Each Unit being comprised of one (1)
Share and one half of one (1/2) Share purchase warrant, each whole warran t entitling the holder
hereof to acquire one (1) Share at a price of $0.18 per Share until March 24, 2019. Proceeds from
the Concurrent Financing will be used as set out in the Filing Statement.
In connection with the Concurrent Financing, the Corporati on paid to arm’s length finders an
aggregate amount of $7,842 and issued an aggregate of 43,568 finder warrants (the " Finder
Warrants"). Each Finder Warrant entitles the holder to purchase one (1) Share at a price of
$0.18 until March 24, 2019.
Ingrid Martin, CFO of the Cor poration, Maxime Lemieux, Corporate Secretary and a director of
the Corporation, and, David Charles, Director of the Corporation, at the time that the Concurrent
Financing was completed, participated in the Concurrent Financing as to respectively an
aggregate of 40,000 Units, 27,777 Shares, a nd 55,555 for total proceeds of $20,600.
Accordingly, the Concurrent Fina ncing constituted to that extent a "related party transaction"
under MI 61-101. The transaction is exempt from the formal valuation and minority shareholder
approval requirements under MI 61 -101 as neither the fair market value of any securities issued
to or the consideration paid by such pers ons exceeds 25% of the Corporation's market
capitalization. The Corporation did not file a material change report more than 21 days before the
expected closing of the Concurre nt Financing as the details of the Concurrent Financing and the
participation therein by related parties of the Co rporation were not settle d until shortly prior to
closing and the Corporation wished to close on an expedited basis for sound business reasons.
All securities issued pursuant to the Transacti on are subject to a four-month hold period expiring
on July 25, 2017.
Following closing of the Transaction, the Corporation has 46,079,160 Shares issued and
outstanding (on an undiluted basis). The principa ls of the Corporation collectively hold 244,582
Shares, 121,250 of which are all subject to a Tier 2 Value Security Escrow Agreement pursuant
to the policies of the Exchange. In additi on, 23,385,590 Shares held by non-principals of the
Corporation are subject to a Tier 2 Value Securi ty Escrow Agreements. In addition, an aggregate
of 7,560,132 Shares of the Corporation have b een reserved for options, warrants and finder
warrants outstanding upon completion of the Transaction.
The board of directors and management of the Corporation is now comprised of the following
individuals: Kiril Mugerman, President, CEO and Director, Alain Cayer, VP Exploration, Ingrid
Martin, CFO, Maxime Lemieux, Corporate Secretar y and Director, David Ch arles, Director, and
Mark Billings, Director.
As contemplated in the Filing Statement, as partial remuneration for their services, 1,250,000
options have been granted pursuant to the term s of the Corporation’s stock option plan to
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directors, officers, employees and consultants of the Corporation, exercisable at $0.14 per Share
for a term of five years from the date of issue.
Early Warning Pursuant to National Instrument 62-103
Upon completion of the Transaction, each of GéoMéga of 75 Boulevard de Mortagne,
Boucherville, QC, J4B 6Y4, Québec, and Michel Belisle (" MB") directly, and indirectly through
Amixam Resource Inc., of 344 ch. du Tour-du- Lac, Sainte-Anne-du- Lac, QC, J0W 1V0,
acquired Shares requiring disclosure pursuant to the early warning requirements of applicable
securities laws.
GéoMéga acquired 17,857,143 Shares, representing 38.75% of the total issued Shares, and MB
acquired 5,061,254 Shares, representing 10.98% of the total issued Shares.
The deemed issue price of all the Shares issued pursuant to the Amalgamation was $0.14. Each
of the parties acquired the Shares pursuant to the Amalgamation. The deta ils of the Transaction
are set forth in the Filing Statement. Each of the parties may, directly or indirectly, depending on
market and other conditions, acqui re beneficial ownership of, or control or direction over,
additional Shares, through market transactions, private agreements or otherwise, in accordance
with applicable securities legislation. The s ecurities were issued pursuant to the exemption
contained in Section 2.11 of National Instrument 45-106.
For further information contact:
Kiril Mugerman, President and CEO
Phone: +1 450 641 5119 #5653
Email: [email protected]
www.kintavar.com
FORWARD LOOKING STATEMENTS:
Certain of the statements and information in this press release constitute “forward-looking statements” or “forward-
looking information” any statements or information that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not
always, using words or phrases such as “expects”, “antic ipates”, “believes”, “plans”, “estimates”, “intends”,
“targets”, “goals”, “forecasts”, “objectives”, “potential” or variations thereof or stating that certain actions, events or
results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these
terms and similar expressions) are not statements of historical fact and may be forward-looking statements or
information. Forward looking statements or information relate to, among other things the Corporation’s listing on
the Exchange and business plans.
Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and
other factors that could cause actual events or results to differ from those reflected in the forward-looking statements
or information, including, without limitation, the need for additional capital by the Corporation through financings,
and the risk that such funds may not be raised; the speculative nature of exploration and the stages of the
Corporation’s properties; the effect of changes in comm odity prices; regulatory risks that development of the
Corporation’s material properties will not be acceptable for social, environmenta l or other reasons, availability of
equipment (including drills) and personnel to carry out wo rk programs, that each stage of work will be completed
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within expected time frames, that current geological models and interpretations prove correct, the results of ongoing
work programs may lead to a change of exploration priorities, and the efforts and abilities of the senior management
team. This list is not exhaustive of the factors that may affect any of the Co rporation’s forward-looking statements
or information. These and other factors may cause the Corporation to change its exploration and work programs, not
proceed with work programs, or change the timing or order of planned work programs. Although the Corporation
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. Accordingly, readers should not
place undue reliance on forward-looking statements or information.
The Corporation’s forward-looking statements and information are based on the assumptions, beliefs, expectations
and opinions of management as of the date of this press release, and other than as required by applicable securities
laws, the Corporation does not assume any obligation to update forward-looking statements and information if
circumstances or management’s assumptions, beliefs, expect ations or opinions should change, or changes in any
other events affecting such statements or information.
The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither
approved nor disapproved the contents of this news release. Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or
accuracy of this release.