/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
RELEASE, PUBLICATION, DISTRIBUTION, DISSEMINATION, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED
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Vancouver, BC, Dec. 1, 2021 /CNW/ - Kainantu Resources Ltd.
(TSXV: KRL) (FSE: 6J0) ("KRL" or the "Company"), the Asia-Pacific focused gold mining company, is
pleased to announce a financing to raise up to C$1.5 million (the "Offering").
Specifically, KRL announces a non-brokered private placement
(the "Offering") for up to 8,333,333 units of the Company (each, a
"Unit") at a price of C$0.18 per Unit
for aggregate gross proceeds of up to C$1,500,000.
Each Unit will be 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$0.36 per Common Share at any time up to 36
months following the closing date of the Offering.
Matthew Salthouse, CEO of KRL,
commented:
"After a successful first year of listing, KRL is venturing
into 2022 with several significant catalysts to pursue at KRL
North, KRL South and the May River Project. Additional
strategic discussions on new projects will also continue, which
will drive growth and KRL as a value proposition for investors, as
a new dynamic junior miner in the Asia-Pacific region.
The Company also remains focused on its projects in Kainantu
and the ongoing trends emerging for high-grade gold prospectivity,
especially at the East Avaninofi Prospect and at KRL North; with
funds raised in the placement to be directly applied to these
programmes to accelerate progress towards clearly defined drilling
targets near term."
Use of Proceeds
The net proceeds from the Offering are intended to be used, but
are not limited to, exploration programmes at KRL North and KRL
South leading to delineation of drilling targets, sampling and
technical reports for the May River Project, and general working
capital purposes.
Further Deal Terms
The Offering is expected to close on or before December 31, 2021.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
regulatory approvals, including acceptance of the TSX Venture
Exchange ("TSXV").
The Warrants will also be subject to an acceleration clause
whereby, in the event the volume weighted average trading price of
the Common Shares on the TSXV is equal to or greater than
C$0.72 for a period of ten (10)
consecutive trading days, the Company will have the right to
accelerate the expiry date of the Warrants by giving written notice
to the holders of the Warrants that the Warrants will expire on the
date that is not less than 10 days from the date notice is provided
by the Company to the Warrant holders.
In connection with the Offering, the Company may pay finder's
fees to certain finders, which fees would be a cash payment equal
to 6% of the gross proceeds raised by purchasers introduced by such
finders, and the issuance of non-transferable compensation warrants
equal to 6% of the number of Units purchased by purchasers
introduced by such finders (each, a "Compensation Warrant"). Each
such Compensation Warrants will be exercisable for one Common Share
at an exercise price of C$0.36 per
Common Shares at any time prior up to 36 months following the
closing date of the Offering and will be issued on substantially
the same terms and conditions as the Warrants, except that the
Compensation Warrants will not be subject to an acceleration
clause.
All securities issued pursuant to the Offering and as payment of
any finder's fees, including Common Shares issuable upon the
exercise of Warrants or Compensation Warrants, if any, will be
subject to a hold period of four months and one day after the date
of closing of the Offering. As noted above and subject to
customary closing conditions, including the approval of the TSXV,
the Offering is expected to close on or before December 31, 2021. However, there is no assurance
that the Company will complete the Offering upon the terms set out
above, or at all.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the Units, nor shall there be
any sale of the Units in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The Units being offered will not be, and have not been, registered
under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United
States or to, or for the account or benefit of, a U.S.
person.
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.
Qualified Person
The scientific and technical information disclosed in this
release has been reviewed and approved by Graeme Fleming, B. App. Sc., MAIG, an
independent "qualified person" as defined under National Instrument
43-101, Standards of Disclosure for Mineral Projects.
About KRL
KRL is an Asia-Pacific focused
gold mining company with two highly prospective gold projects, KRL
South and KRL North, in a premier mining region, the high-grade
Kainantu Gold District of PNG. Both of KRL's projects show
potential to host high-grade epithermal and porphyry
mineralization, as seen elsewhere in the district. 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.
For further information please visit
https://kainanturesources.com/
Disclaimer and Forward-Looking Information
Statements contained in this release that are not historical
facts are forward-looking statements that involve various risks and
uncertainty affecting the business of KRL. In making the
forward-looking statements, KRL has applied certain assumptions
that are based on information available, including KRL's strategic
plan for the near and mid-term. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking information. KRL does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
Certain of the statements made and information provided in
this press release are forward-looking information within the
meaning of applicable Canadian securities laws. Often, these
forward-looking information can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "continue",
"projected", "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or the negatives thereof or variations
of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved.
Forward-looking information contained in this release
include, but are not limited to, statements or information with
respect to: the Offering, the Company's ability to close the
Offering and the use of proceeds from the Offering.
Forward-looking information by its nature is based on
assumptions and involves known and unknown risks, market
uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information.
We have made certain assumptions about the forward-looking
information. Even though our management believes that the
assumptions made and the expectations represented by such
information are reasonable, there can be no assurance that the
forward-looking statement or information will prove to be accurate.
Many assumptions may be difficult to predict and are beyond our
control.
Furthermore, should one or more of the risks, uncertainties
or other factors materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in forward-looking statements or information. These
risks, uncertainties and other factors include, among others:
global outbreaks of infectious diseases, including COVID-19;
geopolitical and economic climate (global and local), risks related
to mineral tenure and permits; commodity price volatility;
information technology systems risks; continued softening of the
global market; risks regarding potential and pending litigation and
arbitration proceedings relating to our business, properties and
operations; mining operational and development risk; financing
risks; foreign country operational risks; risks of sovereign
investment; regulatory risks and liabilities including
environmental regulatory restrictions and liability; mineral
reserves and resources and metallurgical testing and recoveries;
additional funding requirements; currency fluctuations; community
and non-governmental organization actions; speculative nature of
exploration; dilution; share price volatility and the price of our
common shares; competition; loss of key employees; and defective
title to mineral claims or properties, as well as those risk
factors discussed in the sections titled "Forward-Looking
Information" and "Risk Factors" in the Company's Filing Statement
dated October 28, 2020. The reader is
directed to carefully review the detailed risk discussion in our
Listing Statement filed on SEDAR under our Company name, which
discussion is incorporated by reference in this release, for a
fuller understanding of the risks and uncertainties that affect the
Company's business and operations.
There can be no assurance that forward-looking information
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, you should not place undue reliance on the
forward-looking information contained herein. Except as required by
law, we do not expect to update forward-looking statements and
information continually as conditions change.
SOURCE Kainantu Resources Ltd.