King’s Bay Announces $750,000 Non-Brokered Private Placements Financing
King’s Bay Announces $750,000 Non-Brokered Private Placements Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES NOR FOR DISSEMINATION IN
THE UNITED STATES
June 26th, 2017 – King’s Bay Gold Corporation (the “ Company”) (TSXV: KBG) (FSE: KGB1) (the
“Company” or “King’s Bay”) is pleased to announce a non-brokered, non-flow through private
placement financing for gross proceeds of $500,000 (the “ NFT Private Placement ”) and a non-
brokered, flow-through private placement financing for gross proceeds of $250,000 (the “ FT
Private Placement”) (collectively, the “Private Placements”).
The NFT Private Placement will consist of the issuance of 5,000,000 units of the Company (each,
a “ Unit”), at $0.10 per Unit for gross proceeds of $500,000, with each Unit consisting of one
common share of the Company and one non-transferable common share purchase warrant (a
“Warrant”). Each Warrant will entitle the holder to purchase one common share of the Company
at a price of $0.15 for a period of 24 months following the closing date.
The FT Private Placement will consist of the issuance of 2,000,000 flow-through shares of the
Company (each, a “FT Share”), at $0.125 per FT Share for gross proceeds of $250,000. The private
placement is subject to the approval of the TSX Venture Exchange. All the securities issued
pursuant to the Private Placements will be subject to a restricted period of four-month and one
day from the date of closing. There may be finder’s fee payable in connection with this
placement.
All or a portion of the Offering may be completed pursuant to Multilateral CSA Notice 45-318
Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and
the corresponding instruments, orders and rules implementing CSA 45-318 in the participating
jurisdictions (collectively with CSA 45-318, the "Investment Dealer Exemption").
In order for the Company to be able to rely on the Investment Dealer Exemption, each subscriber
must purchase the shares as principal and obtain advice regarding the suitability of the
investment from a person that is registered as an investment dealer in the jurisdiction in which
the subscriber is resident.
The Company intends to use the proceeds of the Private Placements as follows: $450,000
exploration expenditures, $100,000 salaries, $50,000 legal, accounting and regulatory fees,
$100,000 unallocated working capital and $50,000 travel and promotion.
None of the securities issued in connection with the Private Placements will be registered under
the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be
offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the 1933 Act. This press release shall not constitute an offer to sell
or a solicitation of an offer to buy nor shall there by any sale of the securities in any state where
such offer, solicitation, or sale would be unlawful.
ON BEHALF OF THE BOARD OF DIRECTORS
King’s Bay Gold Corporation operating as King’s Bay
“Kevin Bottomley”
Kevin Bottomley
President and Chief Executive Officer
Tel: (604) 681-1568
Email: [email protected]
For investment inquiries please contact
Brad Hoeppner
Director
Tel: (604) 681-1568
Email: [email protected]
Neither the 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 press release.
Forward-Looking Statements
This news release contains forward-looking statements relating to the future operations of the Company and other
statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”,
“may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical
fact, included in this release, including, without limitation, statements regarding future planned exploration
expenditures or acquisitions and closing on the $750,000 proposed financing are forward-looking statements that
involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those anticipated in such statements. The reader is cautioned
that references to mineral resources that are not mineral reserves do not have demonstrated economic viability and
assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader
is cautioned not to place undue reliance on any forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ
materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified
by this cautionary statement. The forward-looking statements contained in this news release are made as of the
date of this news release and the Company will update or revise publicly any of the included forward-looking
statements as expressly required by Canadian securities law.