NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Kiboko Gold Inc. (TSX-V: KIB) (“Kiboko” or the “Company”)
is pleased to announce that it has completed its upsized initial
public offering (the “Offering”) and listing on the TSX Venture
Exchange (“TSX-V”). The Offering was conducted by Haywood
Securities Inc. as the sole agent (the “Agent”). Kiboko’s common
shares are expected to commence trading on TSX-V on July 5, 2022,
under the symbol KIB.
The Offering consisted of 8.0 million units ( each a “Unit”) at
a price of $0.25 per Unit, 5.52 million flow-through units (each a
“FT Unit”) at a price of $0.29 per FT Unit, and 5.54 million Québec
charity flow-through units (each a “QCFT Units”) at a price of
$0.44 per QCFT Unit, issued pursuant to the final prospectus dated
June 22, 2022 (the “Prospectus”) for total aggregate gross proceeds
to Kiboko of $6.0 million, which included 1.79 million QCFT Units
issued pursuant to the full exercise of the Agent’s over-allotment
option. Kiboko’s common shares were listed on the TSX-V on June 29,
2022 and are expected to commence trading under the symbol “KIB” on
July 5, 2022.
Each Unit and QCFT Unit is comprised of one common share in the
capital of the Company (a “Share”) and one common share purchase
warrant (each whole such warrant, a “Unit Warrant”). Each Unit
Warrant will entitle the holder thereof to purchase one Share at an
exercise price of $0.40 for a period of 60 months from the date of
issuance. Each FT Unit is comprised of one Share and one common
share purchase warrant (each whole such warrant, a “FT Unit
Warrant”). Each FT Unit Warrant will entitle the holder thereof to
purchase one Share at an exercise price of $0.45 for a period of 60
months from the date of issuance.
The Company will use the gross proceeds from the flow-through
portion of the Offering for Canadian exploration expenses on its
property located in Québec that will qualify as flow-through mining
expenditures, as defined in the Income Tax Act (Canada). The
Company will use the net proceeds from the non flow-through portion
of the Offering to fund the Company’s business, as further
described in the Company’s Prospectus.
Insiders of the Company acquired an aggregate of 1,277,240 Units
(representing 7% of the total aggregate number of units sold under
the Offering), which is considered a related party transaction
within the meaning of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI 61-101”).
The Company has relied on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in Sections 5.5(b) and 5.7(1)(b), respectively, of MI 61-101 in
respect of such insider participation. All Shares held by insiders
of the Company are subject to a voluntary 4-month lock-up
agreement. 13,462,001 of the Shares held by Insiders are subject to
a three-year National Policy 46-201 – Escrow for Initial Public
Offerings (“NP 46-201”) escrow arrangement. An additional 350,000
common shares are subject to a Tier 2 value escrow release schedule
pursuant to the policies of the TSX-V.
Immediately following the closing of the Offering, Kiboko
completed debt settlement agreements to settle obligations relating
to accrued consulting fees and expenses totalling $130,000 owed to
two officers of the Company and will issue an aggregate of 520,000
Units at a price of $0.25 per Unit on a non-brokered basis in
settlement thereof (the “Debt Settlement Units”). The Debt
Settlement Units are subject to a statutory four-month hold period
and a three-year NP 46-201 escrow agreement.
Pursuant to the terms and conditions of the Company’s
Convertible Loan Agreements, the principal and accrued interest of
these loans, totalling $1,110,673 in aggregate as at June 29, 2022,
was converted to equity through the issuance of an aggregate of
4,442,692 Units at a price of $0.25 per Unit (“Convertible Loan
Units“) on a non-brokered basis. The Convertible Loan Units are
subject to a statutory four-month hold period.
Pursuant to the terms and conditions of the Amended and Restated
Option Agreement with Tres-Or Resources Ltd. (TSX-V: TRS)
(“Tres-Or”), Kiboko issued Tres-Or 6,002,400 Shares of the Company
having a value of $1,500,000 based upon the non-flow-through offer
price of the IPO on a non-brokered basis (the “Property
Consideration Shares”). The Property Consideration Shares are
subject to a 12-month lock-up agreement (the “Lock-Up Agreement”)
and a sale and transfer agreement for as long as Tres-Or’s
ownership percentage of Kiboko is at least 5%, calculated on a
non-diluted basis, from the date of issue (“Lock-Up Agreement”).
Notwithstanding the foregoing restrictions, no earlier than
December 30, 2022, Tres-Or is permitted to transfer all or a
portion of the Property Consideration Shares to the shareholders of
Tres-Or by way of a dividend, return of capital or otherwise (the
“Shareholder Distribution”), in accordance with applicable
corporate and securities laws and stock exchange rules. Any
Property Consideration Shares not distributed under the Shareholder
Distribution will remain subject to the Lock-Up Agreement. Also
pursuant to the terms of the Amended and Restated Option Agreement,
the Company has returned 2,000,001 Tres-Or common shares and
1,000,001 Tres-Or warrants held by the Company to Tres-Or. The
final step for Kiboko to complete the earn-in agreement with
Tres-Or is to make a final cash payment of $350,000 in the next 30
days, which the Company intends to do with a portion of the net
proceeds from the Offering.
Pursuant to the terms and conditions of the Agency Agreement,
the Agent was paid a corporate finance fee of $75,000 through the
issuance of 300,000 Units at a price of $0.25 per Unit. In
addition, the Agent received a commission of $313,667 in cash and
958,935 non-transferable common share purchase warrants (each, an
“Agent’s Warrant”). Each Agent’s Warrant is exercisable into one
Share at a price of $0.40 per share for a one-year period. The
following cash finder’s fees will also be paid in connection with
the Offering: 3% finder’s fee payable to LHC Mine Finance Ltd. for
a total amount owed of approximately $2,000; and 2% finder’s fee
payable to Sidex Limited Partnership for a total amount owed of
approximately $6,000.
As a result of the foregoing transactions and closing of the
Offering, Kiboko has 44,137,093 common shares issued and
outstanding.
Additionally, pursuant to the terms and conditions of the
Amended and Restated Option Agreement, Kiboko has transferred
2,000,001 common shares and 1,000,000 warrants of Tres-Or held by
the Company to Tres-Or. As a result, Kiboko no longer holds any
securities of Tres-Or.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. The Units, the FT
Units, the QCFT Units, the underlying Shares and Unit Warrants, FT
Unit Warrants and the Shares issuable upon exercise of the Unit
Warrants and FT Unit Warrants, have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws.
Accordingly, the Units, FT Units, and QCFT Units may not be offered
or sold within the United States unless registered under the U.S.
Securities Act and applicable state securities laws, or pursuant to
exemptions from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or a solicitation of
an offer to buy any securities of Kiboko in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
More information regarding the Offering is found in the
Prospectus, which is available under the Company’s profile at
www.sedar.com.
About Kiboko Gold Inc.
Kiboko is a new public company (TSX-V: KIB) founded by a
management team and board with a track record of successfully
financing and advancing exploration projects towards development,
particularly those dominated by coarse gold mineralization. This
team includes Jeremy Link, President, CEO, and director; Brad
Boland, EVP and CFO; Dr. Olivier Féménias, director and VP Geology;
and Ivor Jones, VP Technical Services & Project Evaluation; and
Independent Directors, Jon Morda (Lead Director), Craig Williams,
and Amanda Sorsak.
The Company has an option agreement that provides Kiboko the
option to earn a 100% interest in the 234 mineral claims that make
up the Harricana gold project (“Harricana Project” or the
“Project”). The Project is a consolidated 102 km2 prospective land
package that is strategically located 55 kilometres (“km”) north of
Val-d’Or, Québec, in the world-class Abitibi greenstone belt.
Kiboko has compiled, digitized, and validated a new geospatial
dataset for the Project from historical records that includes
geological mapping, geophysics, geochemistry, numerous bulk
samples, and assay data from 937 diamond drillholes totalling
139,397 m.
The Harricana Project benefits from an exceptional location,
close to operating mines, with excellent access and proximity to
existing infrastructure, including road, rail, and clean, low-cost,
renewable hydroelectric grid power. The Project is also located
predominately on Crown forestry land which provides access to an
extensive forestry road network across the property and a
streamlined drill program permitting process. Kiboko’s current
Environmental, Social and Governance activities include a
commitment to hiring and contracting locally whenever commercially
reasonable, and ensuring protection of the environment during its
exploration activities.
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.
Cautionary Statement Regarding Forward Looking
Information
This news release and the Prospectus contain forward-looking
statements within the meaning of applicable securities laws. All
statements that are not historical facts, including without
limitation, statements regarding: the Company’s use of the proceeds
of the Offering and the expected date that the Company’s common
shares will commence trading on the TSX-V are “forward-looking
statements”. Forward-looking statements can be identified by the
use of words such as “will” or variations of such word, or
statements that certain actions, events or results “will” be taken,
occur or be achieved. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
actual results, events or developments to be materially different
from any future results, events or developments expressed or
implied by such forward looking statements. The forward looking
information in this news release is based upon certain assumptions
that management considers reasonable in the circumstances,
including that its capital needs will be as currently projected,
that the Company will be able to successfully obtain all necessary
permits and approvals to complete the Offering and conduct its
business as currently proposed to be conducted, and that the skill
and expertise of the Company’s management will be sufficient to
achieve its business objectives.
Risks and uncertainties associated with the forward looking
information in this news release include, among others, commodity
prices are volatile and may be lower than expected; the business of
exploration for minerals and mining involves a high degree of risk,
as few properties that are explored are ultimately developed into
producing mines; the Company has limited operating history; the
Company’s operations are reliant on a limited number of properties;
the successful exploration and development of the Harricana Project
depends on the skills of the Company’s management and teams; the
Company may fail to comply with the law or may fail to obtain or
renew necessary permits and licenses; the Company expects to incur
losses and experience negative operating cash flow for the
foreseeable future; there is no guarantee that the current tax laws
and administrative practices of both the federal and provincial tax
authorities will not be amended or construed in such a way that the
tax considerations for a subscriber holding flow-through shares
will not be altered in a materially unfavourable way; the Company
may not use the proceeds from the Offering as described in this new
release; the Company may not be able to obtain sufficient financing
to pursue all of its intended exploration activities or continue on
a going concern basis. These factors should be considered carefully
and readers are cautioned not to place undue reliance on such
forward-looking statements. Although the Company has attempted to
identify important risk factors that could cause actual actions,
events or results to differ materially from those described in
forward-looking statements, there may be other risk factors that
cause actions, events or results to differ from those anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in forward-looking statements. The Company assumes no
obligation to update any forward-looking statement, even if new
information becomes available as a result of future events, new
information or for any other reason except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220629005827/en/
Jeremy Link President and CEO jlink@kibokogold.com +1
(778) 381-5949 x 1
Brad Boland Executive Vice-President and CFO
bboland@kibokogold.com +1 (778) 381-5949 x 2
Kiboko Gold (TSXV:KIB)
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