Kairos Capital Corporation (“Kairos” or the “Corporation”) (TSX-V:KRS) is pleased to announce that it has, subject to TSX Venture Exchange Inc. (the “TSXV”) final approval, closed the second and final tranche of its previously announced non-brokered private placement (the “Private Placement”) of common shares of the Corporation (“Common Shares”), pursuant to which, Kairos issued an additional 2,122,500 Common Shares for gross proceeds of CDN$849,000 (the “Second Tranche”).
Kairos Capital Corporation (“Kairos” or the “Corporation”) (TSX-V:KRS) is pleased to announce that it has, subject to TSX Venture Exchange Inc. (the “TSXV“) final approval, closed the second and final tranche of its previously announced non-brokered private placement (the “Private Placement“) of common shares of the Corporation (“Common Shares”), pursuant to which, Kairos issued an additional 2,122,500 Common Shares for gross proceeds of CDN$849,000 (the “Second Tranche“). Including the first tranche, the Private Placement resulted in Kairos issuing an aggregate of 10,000,000 Common Shares for aggregate gross proceeds of CDN$4,000,000.
In connection with the Second Tranche, Kairos has paid finders a cash commission of 7% of the proceeds of the Second Tranche that resulted from such parties efforts. The finders have also been granted broker warrants to purchase 7% of the number of Common Shares sold under the Second Tranche as a result of such parties efforts, which resulted in Kairos issuing an aggregate 130,515 broker warrants. Each broker warrant entitles the holder to purchase one Common Share at a price of CDN $0.40 for a period of one year from the closing of the Second Tranche. No finders have been compensated in connection with subscriptions by insiders of the Corporation.
The net proceeds of the Second Tranche and the Private Placement will be used by the Corporation for general working capital and to fund continued development and exploration activities on its Lithium properties in Chile.
Pursuant to applicable securities laws, all securities issued pursuant to the Second Tranche will be subject to a hold period of four months plus one day following the date of issuance of such securities.
Completion of the Second Tranche and the Private Placement is subject to certain conditions, including but not limited to, final approval of TSXV.
Kairos also announces that an additional 7,000 broker warrants were issued to an eligible finder pursuant to a subscription for Common Shares that closed in the first tranche of the Private Placement on September 28, 2017.
Related Party Participation in the Private Placement
Steven Cochrane, President and Chief Executive Officer of the Corporation, subscribed for 233,000 Common Shares and Robert Gillies, Chief Financial Officer of the Corporation subscribed for 25,000 Common Shares in the Second Tranche.
As insiders of Kairos participated in this private Placement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101“).
Neither the Corporation, nor to the knowledge of the Corporation after reasonable inquiry, a related party, has knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed.
The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Common Shares distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The material change report in connection with the Private Placement was not filed 21 days in advance of the closing of the Second Tranche for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the Second Tranche were not available to the Corporation until shortly before the closing.
Kairos holds a significant Lithium property portfolio which now consists of approximately 53,600 hectares over 11 salars, all located entirely within Chile (the “Lithium Claims”). Preliminary sampling and assaying results from s hallow depth over the first 5 of the salars have been received and confirm management’s belief that the Lithium Claims are highly prospective for economic lithium brine accumulations.
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.
Forward Looking Statements
This news release may contain certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements“). Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. In particular, this news release contains forward-looking statements relating to, among other things: management of the Corporation’s views regarding its existing properties and the Lithium Claims and the ability of the Corporation to explore its existing properties and the Lithium Claims and statements pertaining to the Private Placement, including the Corporation’s ability to obtain necessary approvals from the TSXV
Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to the Corporation, including information obtained from third party industry analysts and other third party sources. In some instances, material assumptions and material factors are presented elsewhere in this news release in connection with the forward-looking statements. You are cautioned that the following list of material factors and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to: the general stability of the economic and political environment in which the Corporation operates; the timely receipt of required regulatory approvals; the ability of the Corporation to obtain future financing on acceptable terms; currency, exchange and interest rates; operating costs; and the success the Corporation will have in exploring its prospects and the results from such prospects. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation does not undertake to update any forward-looking statements herein, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.