Kapuskasing Gold Announces Private Placement to Existing Shareholders and Other Investors
Vancouver, B.C., February 11, 2016 – KAPUSKASING GOLD CORP. (TSX-V: KAP) (the “Company” or “KAP”), announces that it intends to raise up to a total of $500,000 by way of a non-brokered private placement (the “Offering”) of Flow- Through Units (“FT Units”) at a price of $0.05 per FT Unit and Non Flow-Through Units (“NFT Units”) at a price of $0.025 per NFT Unit pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the “Exchange”). Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as pursuant to other available prospectus exemptions. The Offering is subject to Exchange final acceptance.
The Offering
The maximum Offering is up to 20,000,000 common shares (the “Shares”) for gross proceeds of $500,000 consisting of:
- NFT Units at $0.025 per NFT Unit. Each NFT Unit will consist of one NFT Common Share (a “NFT Share”) and one Non Flow-Through share purchase warrant (“NFT Warrant”). Each NFT Warrant will entitle the holder to purchase one NFT Share at $0.05 for 24 months from the date of issuance.
- FT Units at $0.05 per FT Unit. Each FT Unit will consist of one FT Common Share (a “FT Share”) and one NFT warrant. Each NFT Warrant will entitle the holder to purchase one NFT Share at $0.05 for 24 months from the date of issuance.
The Offering is not subject to any minimum aggregate subscription.
A finder's fee of cash, Shares or finder's warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.
Suite 650 – 1021 West Hastings Street, Vancouver, B.C. V6E 0C3 Page 1 Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows: (1) approximately $350,000 for drilling and exploration, (2) approximately $60,000 for current liabilities (including approximately $6,500 to related parties); and (3) balance for general working capital purposes.
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company.
All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities laws.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and BC Instrument 45-354 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador and existing shareholders resident in countries other than Canada need to meet the applicable eligibility requirements, if any, in their jurisdiction of residence to participate). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted among close personal friends and business associates of directors and officers of the Company.
The Company has set February 11, 2016 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Shares under the Existing Shareholder Exemption will need to represent in writing that they
Suite 650 – 1021 West Hastings Street, Vancouver, B.C. V6E 0C3 Page 2 meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the Record Date and continue to be as of the date of closing for their subscription, a shareholder of the Company. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $500,000, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company, which has not been generally disclosed.
Existing shareholders of the Company are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption, as follows:
Jonathan Armes President & CEO, Director Phone 1 (416) 708-0243
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.
Forward Looking Statements and Cautionary Notes
Statements in this document, which are not purely historical, are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements contained in this document are based on certain key expectations and assumptions made by Kapuskasing, including, without limitation, expectations and assumptions respecting the outlook of exploration activity on the Borden
Suite 650 – 1021 West Hastings Street, Vancouver, B.C. V6E 0C3 Page 3 and Rollo properties and the impact on Kapuskasing’s business and management assessment of future operations. Although the forward-looking information contained in this press release is based upon what Kapuskasing’s management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such information. Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this press release.
It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Risks and uncertainties include, but are not limited to, economic, competitive, governmental, environmental and technological factors that may affect the Company's operations, markets, products and prices. Readers should refer to the risk disclosures outlined in the Company’s Management Discussion and Analysis of its audited financial statements filed with the British Columbia Securities Commission.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management’s current beliefs and is based on information currently available to the Company. The forward-looking information is made as of the date of this press release and Kapuskasing assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
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