U.S. NEWS WIRE SERVICES KAPA Capital Inc.
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KAPA Capital Inc.
2475 Queens Avenue
West Vancouver, BC V7V 2Y9
Quantus Resources Corp.
Registered Office:
Suite 1400 – 1125 Howe Street
Vancouver, BC V6Z 2K8
KAPA Capital Inc. and Quantus Resources Corp. Announce Filing of Filing Statement
and Anticipated Closing Date
May 16, 2022 – KAPA Capital Inc. (“KAPA”) (TSXV: KAPA.P) and Quantus Resources Corp.
(“Quantus”) are pleased to announce that the TSX Venture Exchange (the “TSXV”) has
conditionally accepted KAPA’s proposed qualifying transaction pursuant to Policy 2.4 – Capital
Pool Companies of the TSXV (the “Transaction”) with Quantus, which, upon completion, will
result in a reverse takeover of KAPA by the shareholders of Quantus. A Filing Statement has
been prepared in respect of the Transaction in accordance with the requirements of the TSXV
and has been filed under KAPA’s issuer profile on SEDAR at www.sedar.com. Closing of the
Transaction is expected to occur on or about May 17, 2022 and it is anticipated that the common
shares of the resulting issuer company (the “Resulting Issuer”) on completion of the Transaction,
to be renamed “KAPA Gold Inc.”, will commence trading on the TSXV under the ticker symbol
“KAPA” on or about May 23, 2022, subject to the TSXV providing final approval for the
Transaction. It is anticipated that the Resulting Issuer will be listed as a Tier 2 Resource Issuer
on the TSXV.
Quantus is a privately held company incorporated under the laws of the province of British
Columbia on June 16, 2010. Quantus holds an option to earn a 100% interest, subject to certain
royalties, in a natural resource exploration and development project targeting gold and other
metals and minerals located near the Lucerne Valley in San Bernardino County, California (the
“Blackhawk Property”). In connection with the closing of the Transaction, Quantus shall make a
final payment of 750,000 common shares completing all option payment obligations and in doing
so, earn a 100% interest in the Blackhawk Property subject to certain royalties. Upon completion
of Transaction, it is the intention of the parties that the Resulting Issuer will continue to primarily
focus on the exploration and development of the Blackhawk Property.
For additional information relating to KAPA, Quantus, the Resulting Issuer and the Transaction,
please see KAPA’s news releases dated May 6, 2022, September 24, 2020, May 11, 2021 and
February 14, 2022.
On Behalf of KAPA’s Board On Behalf of Quantus’ Board
“Charalambos (Harry) Katevatis” “David K. Paxton”
Charalambos (Harry) Katevatis David K. Paxton
President, CEO and Director CEO and Director
2
For further information, contact Charalambos (Harry) Katevatis at (604) 836-6667 or email:
“Statements in this press release regarding KAPA which are not historical facts are “forward-
looking statements” that involve risks and uncertainties, such as the completion of the proposed
Transaction. Such information can generally be identified by the use of forwarding-looking
wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the
negative thereof or similar variations. Since forward-looking statements address future events
and conditions, by their very nature, they involve inherent risks and uncertainties such as the
risk that the closing may not occur for any reason. Forwarding-looking statements in this news
release include the statements that: (i) closing of the proposed Transaction is expected to occur
on or about May 17, 2022; (ii) the name of the Resulting Issuer is expected to be “KAPA Gold
Inc.”; (iii) the Resulting Issuer will commence trading on the TSXV under the ticker symbol
“KAPA” on or about May 23, 2022; and (iv) the parties anticipate that the Resulting Issuer will
be listed as a Tier 2 Resource Issuer.
Actual results in each case could differ materially from those currently anticipated in such
statements due to factors such as the decision to not close the Transaction for any reason,
including TSXV refusal of the Transaction. Except as required by law, KAPA does not intend to
update any changes to such statements.
Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance. There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection
with the Transaction, any information released or received with respect to the Transaction may
not be accurate or complete and should not be relied upon. Trading in the securities of a capital
pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release.
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.