Vancouver, British Columbia (FSCwire) - KAPUSKASING GOLD CORP. (TSX-V: KAP) (the “Company” or “KAP”), announces that it intends to raise up to a total of $200,000 by way of a non-brokered private placement (the “Offering”) Non Flow-Through Units (“NFT Units”) at a price of $0.02 per NFT Unit pursuant to a discretionary waiver of the $0.05 minimum pricing requirement granted by the TSX Venture Exchange (the “Exchange”). Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company as well as pursuant to other available prospectus exemptions. The Offering is subject to Exchange final acceptance.
The maximum Offering is up to 10,000,000 common shares (the “Shares”) for gross proceeds of $200,000 consisting of:
- NFT Units at $0.02 per NFT Unit. Each NFT Unit will consist of one NFT Common Share (a “NFT Share”) and one Non Flow-Through share purchase warrant (“NFT Warrant”). Each NFT Warrant will entitle the holder to purchase one NFT Share at $0.05 for 24 months from the date of issuance.
The Offering is not subject to any minimum aggregate subscription.
A finder's fee of cash, Shares or finder's warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.
Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows: (1) approximately $75,000 for exploration ($50,000 for the Daniels Harbour Zinc Property for mapping, prospecting, sampling and a compilation report; $25,000 for the Lady Pond Property for data compilation and planning for Phase 2 drill program); (2) approximately $50,000 for current liabilities (that include TMX fees, transfer agent, annual general meeting costs, auditors fees, geological consulting fees and general administration); and (3) the remaining balance of $75,000 for general working capital purposes over the next 3 months (that includes management fees, office expenses, legal and associated listing fees).
Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as the Board of Directors and management of the Company determine is in the best interests of the Company.
All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities laws.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and BC Instrument 45-354 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador and existing shareholders resident in countries other than Canada need to meet the applicable eligibility requirements, if any, in their jurisdiction of residence to participate). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted among close personal friends and business associates of directors and officers of the Company.
The Company has set October 2, 2018 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Shares pursuant to the Existing Shareholder Exemption. Subscribers purchasing Shares under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, as of the Record Date and continue to be as of the date of closing for their subscription, a shareholder of the Company. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $200,000, subscriptions will be accepted at the discretion of the Company such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over-subscribed. In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company, which has not been generally disclosed.
Existing shareholders of the Company are directed to contact the Company for further information concerning subscriptions for Shares pursuant to the Existing Shareholder Exemption.
On behalf of the Board of Directors
President & CEO
Phone 1 (416) 708-0243
Neither the 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 press release.
This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward looking statements reflect the current beliefs and expectations of management and are identified by the use of words including “will”, “anticipates”, “expected to”, “plans”, “planned” and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company’s management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.
This news release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.