Kincora Secures Strategic North American Investors and Announces Private Placement Kincora intends to raise up to C$4-million at C$0.30 per Unit with a full Warrant One-year hold period on Shares underlying the Units Acceleration trigger for the Warrants
Kincora Secures Strategic North American
Investors and Announces Private Placement
Kincora intends to raise up to C$4-million at C$0.30 per Unit with a full Warrant
One-year hold period on Shares underlying the Units
Acceleration trigger for the Warrants
Ten (10) for one (1) Consolidation of Securities
Cornerstone investments from leading North American natural resource sector investors
including Rick Rule and Jeff Phillips
Strong support from existing and new investors
Proceeds will be used to support ongoing project generation strategy, drilling at 100% owned
high-grade gold-base metals Condobolin project and working capital
Incentive stock options awarded
Vancouver, British Columbia--(Newsfile Corp. - July 7, 2025) - Copper-gold explorer and project
generator
Kincora Copper Limited
(TSXV: KCC) (ASX: KCC)
("
Kincora"
or "
the Company"
) is
pleased to announce that it proposes to undertake a non-brokered private placement (the "Offering") at
C$0.30 per unit (the "Units") to raise up to C$4,000,000. All prices and share numbers in this release
assume completion of a 10:1 consolidation ("Consolidation") prior to or concurrent with the Offering.
The Offering is subject to the TSX Venture Exchange (the "Exchange") acceptance and approvals
required under the Australian Securities Exchange ("ASX") Listing Rules, as well as other regulatory
approvals. Concurrent with, or prior to the Offering, the Company intends to complete a consolidation
(the "Consolidation") of the issued and outstanding common shares issued on the Exchange and Chess
Depositary Interests ("CDIs") on the ASX on the basis of ten (10) pre-Consolidation shares being
consolidated to one (1) post-Consolidation share. Existing options will be consolidated on the same
basis. The Consolidation will be subject to approval from the Company's shareholders, the Exchange,
and ASX.
The Units will comprise one common share (a "Share") and one common share purchase warrant (a
"Warrant"), each Warrant entitling the holder to acquire a further common share at a price of C$0.50 for
a term of three (3) years.
The Shares will be subject to a one (1) year hold period from the closing
date
and such other restrictions as may be required by applicable securities laws and stock exchange
rules.
Fifteen (15) months after the closing date, the Company will have the right to accelerate
the expiry date of the Warrants
(the "Acceleration") if the weighted average closing price of the
Company's common shares on the Exchange equals or exceeds C$0.75 (the "Acceleration Price") for
20 consecutive trading days (the "Acceleration Event"). Upon the occurrence of the Acceleration Event,
the expiry date of the Warrants will then be 30 days from the date of issue of a news release announcing
the Acceleration.
"This relatively unique financing structure puts Kincora in a strong position to leverage and
accelerate our strategy of more drilling, more asset level deals, more management fees and
discoveries,"
Cameron McRae, Chairman of Kincora, and Sam Spring, President and CEO.
"We're especially pleased to have this strategy endorsed and financing supported by a number
of leading North American natural resource sector investors, including Rick Rule and Jeff
Phillips, and other new and existing respected institutional and accredited investors."
The Company plans to use the net proceeds to fund its ongoing project generation strategy, undertake
significant drilling at its 100% owned gold-base metals Condobolin project, as well as for general
working capital and corporate purposes.
The Offering is subject to certain conditions customary for transactions of this nature, including, but not
limited to, the receipt of all necessary approvals, including the approval of the Exchange and shareholder
approvals required by the ASX. In the event the Company completes the Consolidation at a ratio other
than the 10:1 ratio referenced above, certain provisions of the Offering will be adjusted accordingly,
including the price per Unit, the Warrant exercise price and the Acceleration Price. Completion of the
Consolidation will be subject to regulatory and shareholder approval. All Warrants underlying the Units
will be subject to a four (4) month plus one day hold period and Shares underlying the Units will be
subject to a one (1) year hold period from closing.
A portion of the Offering is expected to include a related party transaction within the meaning of
Multilateral Instrument 61-101 given the expected participation of one or potentially more existing
insiders. The Company is relying on the exemptions in sections 5.5(a) and 5.7(1)(a) of Multilateral
Instrument 61-101 from the valuation and shareholder approval requirements based on the fact that the
fair market value of the transactions (as it concerns related parties) is not more than 25% of the market
capitalization of the Company.
The Company may pay finders' fees in connection with the Offering in accordance with the policies of the
Exchange.
The Company also announces that, effective July 7, 2025, (the "Grant Date"), its Board of Directors has
granted an aggregate of 3,266,927 stock options (on a post-Consolidation basis) of the Company to
certain directors, officers, and consultants of the Company, with all of such stock options (the
"Conditional Options") being subject to the receipt of the applicable approval of the disinterested
shareholders of the Company, acceptance of the Exchange and approvals required under the ASX
Listing Rules. All such stock options shall be exercisable to purchase one common share in the capital of
the Company at $0.50 per Share (on a post-Consolidation basis) for a period of three (3) years from the
Grant Date and such other terms as may be acceptable to the Exchange.
The Conditional Options, together with an amended equity incentive plan that will sufficiently increase the
reserve of stock options available to the Company, will be presented to the disinterested shareholders of
the Company for review and consideration and, if satisfactory, approval at an upcoming Annual General
and Special Meeting of Shareholders of the Company.
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. Securities 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.
About Kincora Copper
Kincora Copper Limited (ASX: KCC) (TSXV: KCC) is an emerging Australia-focussed copper-gold
explorer and project generator. 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 Southern Gobi, two of the
globe's leading porphyry belts, and the historical Condobolin mining field within the southern section of
the Cobar superbasin in New South Wales, Australia.
Kincora is using an asset level partner model to develop and implement exploration strategies for its
wholly-owned large-scale exploration stage porphyry projects. It has already unlocked over $110 million
of potential partner funding for multiple earlier stage and/or non-core porphyry projects, which has
resulted in over A$5.5-million of partner funding and 11,000m of drilling to date. Partner discussions are
ongoing for its remaining 100% owned flagship projects that are all situated within existing porphyry
camps containing over 20 million ounce gold equivalent resource inventory at third party mines and
deposits.
These partner agreements, when combined with others in the pipeline, are targeted to provide sufficient
project management fees for the Company to be self-funding (covering corporate costs and
maintenance of remaining wholly owned projects).
Kincora is adopting a different exploration funding model for its Condobolin project, which hosts the
historical Condobolin open cut gold and base metals mining field located within the southern section of
the emerging Cobar Superbasin. The length of time and capital required to both advance and add
significant value to this project is expected to be materially less than that needed to similarly progress
the Company's porphyry projects.
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
or +61431 329 345
Executive office
400 - 837 West Hastings Street
Vancouver, BC V6C 3N6, Canada
Tel: 1-604-630-7296
Subsidiary office Australia
C/- JM Corporate Services
Level 6, 350 Collins Street
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: Rick Rule and Jeff Phillips' participation in
the Offering; the intended use of proceeds of the Offering; the completion of the Offering; the amount
raised under the Offering; the completion of the Consolidation; the Consolidation ratio; adjustment of the
price per Unit; Warrant exercise price and Acceleration Price due to the Consolidation; shareholder and
regulatory approval of the Consolidation; Exchange acceptance and approvals required under the ASX
Listing Rules of the Offering; the acceleration of the Company's strategy as a result of the financing
structure; the Company's capitalization post-Offering, amongst other potential items. Forward-looking
statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or
other statements that are not statements of fact. Readers are cautioned not to place undue reliance on
forward-looking information and statements.
Forward-looking information involves 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 the Company's business
plans; and, operating environments. Although Kincora believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such expectations will prove to
have been correct. Kincora cautions 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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/257911