Kincora Provides Update on Private Placement and Consolidation
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED STATES
Kincora Provides Update on Private Placement and Consolidation (August 29, 2025) 1
Website: www.kincoracopper.com Email: [email protected]
12016585v4
Kincora Provides Update on Private
Placement and Consolidation
Vancouver, British Columbia — August 29th, 2025 - Copper-gold explorer and project
generator Kincora Copper Limited (ASX & TSXV: “KCC”) (“Kincora” or “the Company”)
is pleased to provide an update on the previously announced private non-brokered placement (the
“Offering”) of units and the previously announced 10:1 consolidation (the “Consolidation”) of
its common shares (“Common Shares”).
The Company is pleased to announce the previously announced Offering of $4,000,000 in units
of the Company is fully subscribed. Following requisite shareholder approvals at the August 27,
2025 Annual General and Special Meeting, Kincora intends to close the Offering shortly after the
completion of the Consolidation.
The Company’s Board of Directors has determined to implement the Consolidation effective on
September 4, 2025 (the "Effective Date"), subject to the receipt of all necessary regulatory and
exchange approvals. No fractional post -Consolidation Common Shares (the “ Consolidated
Shares”) or post -Consolidation Common Shares represented by CHESS Depositary Interests
(“CDIs”, “Consolidated CDIs”) will be issued in connection with the Consolidation. Any
fractional Consolidated Shares or Consolidated CDIs arising fro m the Consolidation will be
rounded to the nearest whole number, provided that a holder of one or more securities in a class
of securities will hold not less than one security in that class following the Consolidation.
Upon completion of the Consolidation, the Consolidated Shares will continue to trade on the TSX
Venture Exchange under the stock symbol "KCC" under a new CUSIP: 49451A702 and new ISIN:
CA49451A7024 and the Consolidated CDIs will continue to trade on the ASX under the symbol
“KCC”. The Consolidated Shares are expected to commence trading on the TSX Venture Exchange
at market open on or about September 4, 2025. As a result of the Consolidation, the number of
Common Shares issuable upon the exercise of outstanding warrants, stock options, and other
convertible securities will be reduced on a 10:1 basis and their exercise prices will be increased on
a 10:1 basis.
Registered shareholders of the Company will receive a letter of transmittal from the Company's
transfer agent, Computershare Limited, providing instructions for the exchange of their pre -
Consolidation Common Shares and pre-Consolidation Common Shares represented by CDIs as
soon as practicable following the Effective Date. The letter of transmittal will contain instructions
on how to surrender to the transfer agent the certificate(s) representing the pre -Consolidation
Common Shares and pre -Consolidation CDIs . The transfer agent will send to each registered
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED STATES
Kincora Provides Update on Private Placement and Consolidation (August 29, 2025) 2
Website: www.kincoracopper.com Email: [email protected]
12016585v4
shareholder who follows the instructions provided in the letter of transmittal a new share
certificate representing the number of post -Consolidation Common Shares and pre -
Consolidation CDIs to which the shareholder is entitled to, alternatively, a DRS Advice/Statement
representing the number of post-Consolidation Common Shares and pre-Consolidation CDIs the
shareholder is entitled to following the Consolidation. No action is required by beneficial
shareholders of the Company to receive Consolidated Shares or Consolidated CDIs in connection
with the Consolidation. Beneficial shareholders who hold their pre -Consolidation Common
Shares or pre-Consolidation CDIs through intermediaries (e.g., a br oker, bank, trust company
investment dealer or other financial institution) and who have questions regarding how their
Common Shares or CDIs will be processed in connection with the Consolidation should contact
their intermediaries.
Registered optionholders of the Company will receive a n updated Issuer Sponsored Holding
Statement and Exercise of Options Notice (Form) from the Company's transfer agent,
Computershare Limited, as soon as practicable following the Effective Date.
As of the date of this news release, the Company has 291,720,904 Common Shares issued and
outstanding (including 235,479,088 CDIs). Following completion of the Consolidation on the
Effective Date, the Company is expected to have approximately 29,172,090 Consolidated Shares
issued and outstanding (including 23,547,908 Consolidated CDIs) , subject to rounding of
fractional Consolidated Shares and Consolidated CDIs. Post closing of the Offering, noting a 12 -
month hold period, the Company is anticipated to have Common Shares issued and outstanding
of 42,505,424 (including 23,547,908 Consolidated CDIs) , subject to rounding of fractional
Consolidated Shares and Consolidated CDIs.
Further details regarding the Consolidation are contained in the Company’s management
information circular dated July 18 , 2025, which is available on SEDAR+ at www.sedarplus.ca
under the Company’s profile.
This press release does not constitute an offer to sell or a solicitation of an offer to
buy nor shall there be any sale of any of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful. This news release does not
constitute an offer to sell or solicitation of an offer to sell any 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 “U.S. S ecurities Act”) or any state
securities laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED STATES
Kincora Provides Update on Private Placement and Consolidation (August 29, 2025) 3
Website: www.kincoracopper.com Email: [email protected]
12016585v4
ABOUT KINCORA
Kincora Copper Limited ( “KCC”: ASX & TSXV) is an emerging Australia -focused copper -gold
explorer with a hybrid project generator strategy . The Company is now successfully proving up
the prospectivity of its extensive project portfolio, which includes multiple district -scale
landholdings and scalable drill ready targets. These assets are located in Australia’s Macquarie
Arc and Mongolia's So uthern Gobi, two of the globe’s leading porphyry belts, and the historical
Condobolin mining field within the Cobar superbasin in NSW.
To learn more, please visit: www.kincoracopper.com
This announcement has been authorised for release by the Board of Kincora Copper Limited (ARBN 645 457 763)
For further information please contact:
Sam Spring, President and Chief Executive Officer
[email protected] or +61431 329 345
Executive office Subsidiary office Australia
400 – 837 West Hastings Street C/- JM Corporate Services
Vancouver, BC V6C 3N6, Canada Level 6, 350 Collins Street
Tel: 1.604.283.1722 Melbourne, VIC, Australia 3000
Forward-Looking Statements
Certain information regarding Kincora contained herein may constitute forward-looking statements within the meaning of applicable
securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect
to: the completion of the Offering; the final amount of units issued in connection with the Offering ; the completion of the Offering;
the amount raised under the Offering; the completion of the Consolidation; the Consolidation ratio; regulatory app roval of the
Consolidation; Exchange acceptance and approvals required under the ASX Listing Rules of the Offering; the Company’s capitalization
post-Consolidation, trading dates of the Consolidated Shares and Consolidated CDIs, amongst other potential items. Forward-looking
statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that ar e not
statements of fact. Readers are cautioned not to place undue reliance on forward-looking information and statements.
Forward-looking information involve s numerous risks and uncertainties, and actual results might differ materially from results
suggested in any forward-looking information. These risks and uncertainties include, among other items: market volatility; the state
of the financial markets for the Company’s securities; fluctuations in commodity prices and investor sentiment; changes in th e
Company’s business plans; and, operating environments. Although Kincora believes that the expectations reflected in such forw ard-
looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Kincora c autions
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 ; participation in the Offering ; shareholder
and regulatory approval of the Consolidation; regulatory approval of the Offering; continued availability of capital and financing and
general economic; market or business conditions; and, investor sentiment. Accordingly, readers should not place undue reliance on
forward-looking information and statements. Readers are cautioned that reliance on such information and statements may not be
appropriate for other purposes.
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 Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange)
or the ASX accepts responsibility for the adequacy or accuracy of this release.