Kairos Announces Closing of the Second and Final Tranche of Its Fully Subscribed Private Placement TSX Venture Exchange: “Krs” FOR Immediate Release Private Placement
KAIROS ANNOUNCES CLOSING OF THE SECOND AND FINAL TRANCHE OF ITS FULLY SUBSCRIBED
PRIVATE PLACEMENT
TSX Venture Exchange: “KRS” FOR IMMEDIATE RELEASE
Private Placement
CALGARY, ALBERTA October 20, 2017 – Kairos Capital Corporation (“ Kairos” or the “Corporation”) is pleased to
announce that it has, subject to TSX Venture Exchange Inc. (the " TSXV") final approval, closed the second and final
tranche of its previously announced non-brokered private placement (the "Private Placement") of common shares of
the Corporation (“Common Shares”), pursuant to which, Kairos issued an additional 2,122,500 Common Shares for
gross proceeds of CDN$849,000 (the "Second Tranche"). Including the first tranche, the Private Placement resulted
in Kairos issuing an aggregate of 10,000,000 Common Shares for aggregate gross proceeds of CDN$4,000,000.
In connection with the Second Tranche, Kairos has paid finders a cash commission of 7% of the proceeds of the Second
Tranche that resulted from such parties efforts. The finders have also been granted broker warrants to purchase 7%
of the number of Common Shares sold under the Second Tranche as a result of such parties efforts, which resulted in
Kairos issuing an aggregate 130,515 broker warrants. Each broker warrant entitles the holder to purchase one Common
Share at a price of CDN $0.40 for a period of one year from the closing of the Second Tranche. No finders have been
compensated in connection with subscriptions by insiders of the Corporation.
The net proceeds of the Second Tranche and the Private Placement will be used by the Corporation for general working
capital and to fund continued development and exploration activities on its Lithium properties in Chile.
Pursuant to applicable securities laws, all securities issued pursuant to the Second Tranche will be subject to a hold
period of four months plus one day following the date of issuance of such securities.
Completion of the Second Tranche and the Private Placement is subject to certain conditions, including but not limited
to, final approval of TSXV.
Kairos also announces that an additional 7,000 broker warrants were issued to an eligible finder pursuant to a
subscription for Common Shares that closed in the first tranche of the Private Placement on September 28, 2017.
Related Party Participation in the Private Placement
Steven Cochrane, President and Chief Executive Officer of the Corporation, subscribed for 233,000 Common Shares
and Robert Gillies, Chief Financial Officer of the Corporation subscribed for 25,000 Common Shares in the Second
Tranche.
As insiders of Kairos participated in this private Placement, it is deemed to be a “related party transaction” as defined
under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).
Neither the Corporation, nor to the knowledge of the Corporation after reasonable inquiry, a related party, has
knowledge of any material information concerning the Corporation or its securities that has not been generally
disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61 -
101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair
market value of the Common Shares distributed to, nor the consideration received from, interested parties exceeded
$2,500,000. The material change report in connection with the Private Placement was not filed 21 days in advance of
the closing of the Second Tranche for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions
under the Second Tranche were not available to the Corporation until shortly before the closing.
About Kairos
Kairos holds a significant Lithium property portfolio which now consists of approximately 53,600 hectares over 11 salars,
all located entirely within Chile (the “Lithium Claims”). Preliminary sampling and assaying results from s hallow depth
over the first 5 of the salars have been received and confirm management’s belief tha t the Lithium Claims are highly
prospective for economic lithium brine accumulations.
Reader Advisory
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is de fined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Not for distribution to U.S. news wire services or dissemination in the United States
Forward Looking Statements
This news release may contain certain forward-looking information and forward-looking statements within the meaning
of applicable securities legislation (collectively "forward-looking statements"). Generally, forward-looking information
can be identified by the use of forward-looking terminology such as "expects", "believes", "aims to", "plans to" or "intends
to" or variations of such words and phrases or statements that certain actions, events or results "will" occur. In particular,
this news release contains forward -looking statement s relating to, among other things: management of the
Corporation's views regarding its existing properties and the Lithium Claims and the ability of the Corporation to explore
its existing properties and the Lithium Claims and statements pertaining to the Private Placement, including the
Corporation’s ability to obtain necessary approvals from the TSXV
Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or
projections set out in forward -looking statements. Those material factors and assumptions are based on information
currently available to the Corporation, including information obtained from third party industry analysts and other third
party sources. In some instances, material assumptions and material factors are presented elsewhere in this news
release in connection with the forward-looking statements. You are cautioned that the following list of material factors
and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to: the general
stability of the economic and political environment in which t he Corporation operates; the timely receipt of required
regulatory approvals; the ability of the Corporation to obtain future financing on acceptable terms; currency, exchange
and interest rates; operating costs; and the success the Corporation will have in exploring its prospects and the results
from such prospects. Accordingly, readers should not place undue reliance on forward -looking statements. The
Corporation does not undertake to update any forward -looking statements herein, except as required by app licable
securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary
statement.
For further information contact
Steven Cochrane
President & CEO
Kairos Capital Corporation
#900, 903 – 8th Street SW
Calgary, Alberta T2P 0P7
(587) 393-5801 or via email: [email protected]
or:
Robert Gillies, CFO
(403) 829-8639 or via e mail: [email protected]