Kivalliq Announces C$2.7M Non-Brokered Private Placement

Kivalliq Energy Corporation (TSXV:KIV) announced a non-brokered financing for CDN$2.7 Million by issuing up to an aggregate of 20,000,000 units.

As quoted in the press release:

Kivalliq intends to raise the CDN$2,700,000 by issuing up to an aggregate of 20,000,000 units, as follows:

CDN$1,500,000 gross proceeds by issuing up to 10,000,000 units (“FT Units”), at the price of CDN$0.15 per Unit (the “FT Offering”). Each FT Unit consists of one common share issued on a “flow-through basis” (a “FT Share”) pursuant to the Income Tax Act (Canada) and one-half of one non-transferable, non-flow-through common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a non-flow-through common share of Kivalliq (a “Warrant Share”) for a period of 24 months from the Closing Date at an exercise price of $0.18 per Warrant Share;

CDN$1,200,000 gross proceeds by issuing up to 10,000,000 units (“Units”), at the price of CAD$0.12 per Unit (the “Offering”). Each Unit consists of one common share and one-half of one non-transferable, non-flow-through common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into a non-flow-through common share of Kivalliq (a “Warrant Share”) for a period of 24 months from the Closing Date at an exercise price of $0.18 per Warrant Share.

Kivalliq will use the net proceeds of the FT Offering for eligible exploration expenditures, which will constitute “Canadian Exploration Expenses” (“CEE”) that are “Flow-Through mining expenditures”, as defined in the Income Tax Act which can be renounced to purchasers of the FT Shares for the 2015 taxation year in the aggregate amount of not less than the total amount of the gross proceeds raised from the FT Offering. The CEE shall be incurred no later than December 31, 2016.

The Warrants, as part of both the FT Offering and Offering, will be subject to an acceleration clause, whereby, if the weighted average trading price of Kivalliq’s shares on the TSX Venture Exchange (the “Exchange”) is at a price equal to or greater than $0.30 for a period of 20 consecutive trading days, Kivalliq will have the right to accelerate the expiry date of the Warrants. Kivalliq will give written notice to the holders of the Warrants that the Warrants will expire within 30 days of the date of notice to the Warrant holders. Such notice by Kivalliq to the holders of the Warrants may not be given until 4 months and one day after the Closing Date.

Closings of the FT Offering and Offering may occur on separate dates on or about April 28, 2015 and are both subject to receipt of applicable regulatory approvals, including the Exchange. The securities issued by Kivalliq in connection with the FT Offering and Offering are subject to a four month “hold period” as prescribed by the Exchange and applicable securities laws. A portion of the FT Offering and Offering may be subject to finders’ fees.

The FT Offering and Offering are being made pursuant to prospectus exemptions in all provinces of Canada and in other jurisdictions as may be determined by Kivalliq. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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