Kismet Announces TSXV Conditional Acceptance and Filing of Filing Statement FOR Its Qualifying Transaction
KISMET RESOURCES CORP.
Suite 460, 688 West Hastings Street
Vancouver, BC V6B 1P1
NEWS RELEASE
KISMET ANNOUNCES TSXV CONDITIONAL ACCEPTANCE AND FILING OF FILING
STATEMENT FOR ITS QUALIFYING TRANSACTION
December 2, 2020 – Vancouver, BC, Canada. Kismet Resources Corp. (the “Company” or “Kismet”)
(TSXV: KSMT.P) is pleased to announce that it has received conditional acceptance from the TSX Venture
Exchange (the “ Exchange”) today to close its previously announced acquisition of TDG Gold Corp.
(“TDG”) by way of a three -cornered amalgamation among the Company, TDG and a wholly -owned
subsidiary of the Company (the “ Transaction”), as more particularly described in the Company’s press
releases dated July 29, 2020 and October 5, 2020. The Transaction will constitute the Company’s
qualifying transaction pursuant to the policies of the Exchange.
Kismet and TDG anticipate closing the Transaction on or about December 11, 2020. Immediately prior to
the completion of the Transaction, the outstanding common shares of Kismet will be consolidated on the
basis of two pre -consolidation common shares for every one p ost-consolidation common share (each, a
“Resulting Issuer Share ”), and Kismet will change its name to “TDG Gold Corp.” (the “ Resulting
Issuer”).
In connection with the Transaction, the Company has filed on SEDAR its filing statement dated November
27, 2020 (the “Filing Statement”) and a National Instrument 43-101 Technical Report on the Baker-Shasta-
Oxide Peak Property, Omineca Mining Division, British Columbia, Canada published for TDG and Kismet
dated effective October 18, 2020 by SGDS-HIVE Geological. Investors are encouraged to review the Filing
Statement at www.sedar.com, which provides detailed information about the Transaction, the Resulting
Issuer, the Company, and TDG, including the audited consolidated financial statements of TDG for the
years ended July 31, 2020 and 2019 which reflect that, as at July 31, 2020, TDG had a net loss for the year
of $342,949 and total assets of $1,920,409 . The Filing Statement also describes the concurrent financing
(the “Concurrent Financing”) to be completed by Kismet in connection with the Transaction pursuant to
which Kismet intends to complete a private placement equity financing to raise gross proceeds of a
minimum of $4,000,000 and a maximum of up to $5,000,000 through the issuance of up to 6,666,666 non-
flow through units (each, a “ Non-Flow Through Unit”) at a price of $0.30 per Non -Flow Through Unit
and up to 7,058,823 flow -through units (each, a “ Flow Through Unit ”) at a price of $0.425 per Flow
Through Unit. Each Non-Flow Through Unit will consist of one Resulting Issuer Share and one-half of
one Resulting Issuer Share purchase warrant (each whole warrant, a “Resulting Issuer Warrant”). Each
Flow Through Unit will consist of one Resulting Issuer Share that will qualify as a “flow -through share”
under the Income Tax Act and one-half of one Resulting Issuer Warrant. Each Resulting Issuer Warrant
will be exercisable by the holder thereof to acquire one Resulting Issuer Share at an exercise price of $0.45
for a period of three years from issuance. A finder’s fee will be payable in Non Flow-Through Units to
certain finders equal to up to 6% of the number of Flow-Through Units and Non Flow-Through Units sold
to subscribers brought to the Concurrent Financing by such finders.
Upon the closing of the Transaction, the board of directors and management of the Resulting Issuer will
consist of the following individuals:
Dr. Fletcher Morgan – Chief Executive Officer and Director
Dr. Morgan has been the Chief Compliance Officer and Ultimate Designated Person of Elemental Capital
Partnership LLP since May 2015 and prior to that a management consultant from July 2009 to April 2015.
Dr. Morgan is currently Chair and director of Quest Ex Gold & Copper Ltd. and Chair and director of
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Roughrider Exploration Limited. Dr. Morgan holds a Master of Arts (Honours) degree in Natural Sciences
from Cambridge University, UK and a veterinary medical degree also from Cambridge University.
Andrew French – Chair and Director
Mr. French is a Geologist and Senior Mining Fund Analyst with 26 years of international mining resource
fund experience, including Sun Valley Gold LLC., Gold 2000 Ltd. and Konwave Gold Equity Fund. Mr.
French gained over 10 years’ experience as an exploration geologist for several mining companies
searching for precious and base metals, diamonds and industrial minerals. He has been the President of
Welesmere Management Ltd. since 2010. Mr. French is a Professional Geologist (P.Geo.) and holds a
M.Sc. degree in Mineral Exploration from the Royal School of Mines, Imperia l College, London, United
Kingdom.
Dan O’Brien – Chief Financial Officer
Mr. O’Brien is a member of the Institute of Chartered Professional Accountants of British Columbia. Mr.
O’Brien is also Chief Financial Officer for a number of publicly listed explor ation companies trading on
the Toronto Stock Exchange and the Exchange. Mr. O’Brien was previously a senior manager at a leading
Canadian accounting firm where he specialized in the audit of public companies in the mining and resource
sector.
Duncan McBean, P.Geo – VP Exploration
Duncan McBean is a geologist with 30 years’ experience working in mineral exploration managing projects
from early stage to feasibility level and production. Mr. McBean has prior exploration experience in British
Columbia and has managed gold projects throughout Canada and Mexico, most recently as Senior Project
Manager for Yamana Gold Ltd. in Manitoba.
Doris Meyer – Corporate Secretary
Ms. Meyer is a corporate secretary and a past member of the Institute of Chartered Professional Accountants
of British Columbia. Ms. Meyer is also Corporate Secretary for a number of publicly listed exploration
companies trading on the Toronto Stock Exchange and the Exchange.
John-Paul Dau – Director
Mr. Dau was a co -founder of Angkor Gold Corp ., an Exchange -listed Project Generator, in 2011 and
President until 2019. Under his tenure as President, Angkor Gold Corp. acquired and developed numerous
assets in Asia. Mr. Dau brings an extensive background in project management, business development, and
fundraising, accomplished by early career involvement in the venture capital sector. Since August 2019, he
has been President of Vanguard Properties Inc. From July 2008 to June 2011, he was the Country Manager
of Prairie Pacific Mining Corp.
Terence Harbort – Director
Mr. Harbort has been the President, Chief Executive Officer and a Director of Talisker Resources Ltd. since
April 2019. He is a recognized senior member of the discovery team of AngloGold’s Ashanti’s La Colosa
and Gramalote deposits. Mr. Harbort is a specialist in mapping and interpretation of ore geometries and
ore controls covering various types of geo logical environments with direct applications to mineral
economics from target generation, target definition and evaluation, and project management. He is the
co-founder and Vice President Exploration of Talisker Exploration Services Inc. and current Direc tor and
Vice President Corporate Development, Sable Resources Ltd. and former Chief Geoscientist, Barkerville
Gold Mines Ltd. Mr. Harbort holds a PhD in Structural Geology and Tectonics.
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Evandra Nakano – Director
Ms. Nakano has more than a decade of inte rnational mineral exploration and mining industry experience.
She is the founder, Director and Chief Executive Officer of Infield Minerals Corp., a mineral exploration
company with focus in Nevada. She is also a co -founder of Kismet. From 2010 to 2014, Ms. Nakano was
a technical team member of B2Gold Corp., where she participated in the evaluation of several major
acquisitions. Ms. Nakano holds a Bachelor of Science (Honours Geology) from the University of British
Columbia (UBC) and a Master of Business Adm inistration (Finance) from Sauder School of Business,
UBC.
About the Company
The Company is a capital pool company (“CPC”) within the meaning of the policies of the Exchange that
has not commenced commercial operations and has no assets other than cash. The current directors and
officers of the Company are: Evandra Nakano (CEO, CFO, Corporate Secretary and Director), Shervin
Teymouri (Director) and David Hladky (Director). Except as specifically contemplated in the CPC policies
of the TSX-V, until the completion of its “Qualifying Transaction” (as defined therein), the Company will
not carry on business, other than the identification and evaluation of companies, business or assets with a
view to completing a proposed “Qualifying Transaction”.
For more information please contact the Company at 604-220-4691 or email: [email protected].
On Behalf of the Board of Directors of Kismet Resources Corp.
Evandra Nakano
Director
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance
and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable,
the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction,
any information release or received with respect to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way p assed upon the merits of the Transaction and has neither approved
nor disapproved the contents of this press release.
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.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any
jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward -looking statements, including statements relating to the Transaction and
certain terms and conditions thereof, the ability of the parties t o complete the Transaction, Kismet’s proposed share
consolidation, Kismet’s proposed name c hange, the Resulting Issuer's ability to qualify as a Tier 2 Mining issuer,
shareholder, director and regulatory approvals, completion of the Concurrent Financing, future press releases and
disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will",
"should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the
negative or other variations of these words, or s imilar words or phrases, have been used to identify these forward -
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looking statements. These statements reflect management's current beliefs and are based on information currently
available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual
results, performance or achievements to differ materially from the results discussed or implied in the forward-looking
statements. These risks and uncertainties include, but are not limited to , geological risks, risks associated with the
effects of COVID-19, the financial markets generally, the results of the due diligence investigations to be conducted
in connection with the Transaction, the ability of the Company to comp lete the Tra nsaction or obtain requisite
Exchange acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the
Transaction will be completed on the terms described herein or at all. These factors should be consid ered carefully
and readers should not place undue reliance on the forward -looking statements. Although the forward -looking
statements contained in this press release are based upon what management believes to be reasonable assumptions,
the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to
update or revise them to reflect new events or circumstances, except as required by law.