King’s Bay Gold Corporation
1450 – 789 West Pender Street Vancouver, BC V6C 1H2
King’s Bay Gold Corporation Announces Closing of Private Placement
April 28, 2016 - Kings Bay Gold Corporation (TSXv: KBG) (“King’s Bay” or the “Company”) announces that it has closed a private placement of 153,834,320 shares at a price of $0.005 per share for proceeds of $771,671.60.
The shares issued pursuant to the private placement are subject to a statutory hold period expiring four months and one day after August 27, 2016.
Insiders of the Company subscribed for an aggregate of 15,500,500 shares under the private placement, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the insider in the private placement was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Units to be issued to the insider did not exceed 25% of the Company’s market capitalization.
None of the securities issued in connection with the financing 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.
All of the subscribers in the private placement agreed to vote in favour of a 10 old shares for 1 new share consolidation at the next Company shareholders’ meeting. The 10 for 1 consolidation is on the agenda to be voted upon at the Company’s upcoming annual and special shareholders’ meeting scheduled for May 31, 2016.
ON BEHALF OF THE BOARD OF DIRECTORS
King’s Bay Gold Corporation
“Dusan Berka”
Dusan Berka Director, President Tel: (604) 681-1568
Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.
CW9823221.2