Kainantu Resources Closes C$2.5M Oversubscribed Final Tranche Financing to Advance Kili Teke, Kainantu North and South Projects IN Papua New Guinea
KAINANTU RESOURCES CLOSES C$2.5M
OVERSUBSCRIBED FINAL TRANCHE
FINANCING TO ADVANCE KILI TEKE,
KAINANTU NORTH AND SOUTH PROJECTS
IN PAPUA NEW GUINEA
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION, DISSEMINATION, DIRECTLY OR INDIRECTLY IN OR INTO
THE
UNITED STATES
/
VANCOUVER, BC
,
Jan. 24, 2023
/CNW/ - Kainantu Resources Ltd. (TSXV: KRL) (FSE: 6J0) ("KRL"
or the "Company"), the
Asia-Pacific
focused gold mining company, is pleased to announce that it has
closed the final tranche of its previously announced private placement financing of
C$2.5 million
(the
"Offering"), originally announced on
October 19, 2022
.
As previously
announced
, under the first tranche of the Offering, the Company has issued an
aggregate of 15,635,790 units of the Company (the "Units") at a price of
C$0.11
per Unit to raise
gross proceeds of
C$1,719,937
. Each Unit is comprised of one common share of the Company
(each, a "Common Share") and one common share purchase warrant (each, a "Warrant"), with each
Warrant being exercisable for one Common Share at an exercise price of
C$0.22
per Common
Share at any time up to thirty-six (36) months following the closing date of the Offering, with each
Warrant being subject to acceleration in certain circumstances.
Under the final tranche of the Offering, the Company has issued an aggregate of 7,098,940 Units at
a price of
C$0.11
per Unit to raise gross proceeds of
C$780,883.41
. Each Unit is comprised of one
Common Share and one Warrant, with each Warrant being exercisable for one Common Share at an
exercise price of
C$0.22
per Common Share at any time up to thirty-six (36) months following the
closing date of the Offering, with each Warrant being subject to acceleration in certain
circumstances.
The Common Shares and Warrants issued pursuant to the final tranche of the Offering, as well as
the Common Shares issuable upon exercise of the Warrants, if any, are subject to a statutory hold
period of four (4) months and a day ending on
May 24, 2023
, in accordance with applicable
securities law.
Matthew Salthouse
, CEO of KRL, commented:
"We are pleased to close the placement in the current market and believe this supports the
operations and ongoing progression of the Company towards an initial drilling campaign. In
addition, ongoing discussions with Harmony to progress with the Kili Teke acquisition shows the
commitment of both parties to closing this acquisition."
Use of Proceeds
The net proceeds from the final tranche of the Offering will be used to advance exploration
programmes focusing on specific high-grade potential drilling targets at KRL North (adjacent to K92),
KRL South (focusing on the Ontenu target) and May River (primarily at the Mountain Gate prospect).
Proceeds will also be used for general working capital purposes.
Finder's Fees
No finders' fees were incurred in the final tranche of the private placement.
Multilateral Instrument 61-101 – Related Party Transaction
Snowfields Wealth Management Limited ("Snowfields") is an insider of the Company as it is
controlled by
Geoffrey Lawrence
, a non-executive director of the Company and holds 19.51% of the
Common Shares of the Company on a partially diluted basis.
Snowfields participated in the final tranche of the Offering by purchasing 3,689,664 Units for an
aggregate subscription price of
C$405,863.05
, and, accordingly, the Offering constitutes a "related
party transaction" for the Company within the meaning of Multilateral Instrument 61-101 -
Protection
of Minority Security Holders in Special Transactions
("MI 61-101").
The Company is exempt from the requirements to obtain a formal valuation and minority shareholder
approval under MI 61-101 as the fair market value of Snowfields participation in the Offering does
not exceed more than 25% of the market capitalization of the Company, as set forth in Sections
5.5(a) and 5.7(1)(a) of MI 61-101.
Mr.
Marcus Engelbrecht
is an insider of the Company, as non-executive chairman of the Company
and holds 0.44% of the Common Shares of the Company on a partially diluted basis.
Mr. Engelbrecht participated in the final tranche of the Offering by purchasing 181,820 Units for an
aggregate subscription price of
C$20,000.20
, and, accordingly, the Offering constitutes a "related
party transaction" for the Company within the meaning of Multilateral Instrument 61-101 -
Protection
of Minority Security Holders in Special Transactions
("MI 61-101").
The Company will not file a material change report more than twenty-one (21) days before the
expected closing date of the Offering, as the Company wished to close the Offering as soon as
practicable. A copy of the early warning reports to be filed by the Company in connection with the
Offering will be available on SEDAR at
www.sedar.com
under the Company's profile and may also
be obtained by contacting the Company at
. This news release is issued under the
early warning provisions of the Canadian securities legislation.
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.
About Kainantu Resources (KRL)
Kainantu Resources ("KRL")' is an
Asia-Pacific
focused gold mining company with three highly
prospective gold-copper projects, KRL South, KRL North and the May River Project. All projects are
located in premier mining regions in PNG. Both KRL North and KRL South show potential to host
high-grade epithermal and porphyry mineralisation, as seen elsewhere in the high-grade Kainantu
Gold District. The May River project is in close proximity to the world-renowned Frieda River
Copper-Gold Project, with historical drilling indicating the potential for significant copper-gold
projects. KRL has a highly experienced board and management team with a proven track record of
working together in the region; and an established in-country partner. KRL has also executed an
agreement to acquire the Kili Teke project in the western highlands of PNG.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of
the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer and Forward-Looking Information
This release contains forward-looking statements, which relate to future events or future
performance and reflect management's current expectations and assumptions. Such forward-
looking statements reflect management's current beliefs and are based on assumptions made by
and information currently available to the Company. All statements, other than statements of
historical fact, are forward-looking statements or information. Forward-looking statements or
information in this news release relate to, among other things: the expected use of proceeds from
the closing of the second tranche of the Offering. These forward-looking statements and
information reflect the Company's current views with respect to future events and are necessarily
based upon a number of assumptions that, while considered reasonable by the Company, are
inherently subject to significant operational, business, economic and regulatory uncertainties and
contingencies. These assumptions include; success of the Company's projects; prices for gold
remaining as estimated; currency exchange rates remaining as estimated; availability of funds for
the Company's projects; capital, decommissioning and reclamation estimates; prices for energy
inputs, labour, materials, supplies and services (including transportation); no labour-related
disruptions; no unplanned delays or interruptions in scheduled construction and production; all
necessary permits, licenses and regulatory approvals are received in a timely manner; and the
ability to comply with environmental, health and safety laws. The foregoing list of assumptions is
not exhaustive. The Company cautions the reader that forward-looking statements and information
involve known and unknown risks, uncertainties and other factors that may cause actual results
and developments to differ materially from those expressed or implied by such forward-looking
statements or information contained in this news release and the Company has made assumptions
and estimates based on or related to many of these factors. Such factors include, without
limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials,
supplies and services (including transportation); fluctuations in currency markets (such as the
Canadian dollar versus the U.S. dollar); operational risks and hazards inherent with the business
of mineral exploration; inadequate insurance, or inability to obtain insurance, to cover these risks
and hazards; our ability to obtain all necessary permits, licenses and regulatory approvals in a
timely manner; changes in laws, regulations and government practices, including environmental,
export and import laws and regulations; legal restrictions relating to mineral exploration; increased
competition in the mining industry for equipment and qualified personnel; the availability of
additional capital; title matters and the additional risks identified in our filings with Canadian
securities regulators on SEDAR in
Canada
(available at
www.sedar.com
). Although the Company
has attempted to identify important factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated, estimated, described, or intended.
Investors are cautioned against undue reliance on forward-looking statements or information.
These forward-looking statements are made as of the date hereof and, except as required under
applicable securities legislation, the Company does not assume any obligation to update or revise
them to reflect new events or circumstances.
SOURCE
Kainantu Resources Ltd.
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For further information:
Kainantu Resources, Matthew Salthouse, Chief Executive Officer (Tel: +
65 8318 8125); Callum Jones, Corporate Development & Commercial Associate (Tel: + 61 450 969
697), Email: [email protected]; Corporate Advisor (Jemini Capital): Kevin Shum, Tel: +1 212 219
4670 (extension 702), Email: [email protected]
CO: Kainantu Resources Ltd.
CNW 20:36e 24-JAN-23