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Enter Symbol
or Name
USA
CA



Kilo Goldmines Ltd (2)
Symbol KGL
Shares Issued 39,496,489
Close 2014-05-02 C$ 0.20
Market Cap C$ 7,899,298
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Kilo Goldmines closes $6-million private placement

2014-05-02 18:24 ET - News Release

Mr. Alex van Hoeken reports

KILO GOLDMINES ANNOUNCES COMPLETION OF $6.0 MILLION PRIVATE PLACEMENT

Kilo Goldmines Ltd. has completed its previously announced non-brokered private placement of equity units raising gross proceeds of $6-million. The units were offered and sold at a price of 25 cents per unit, with each unit consisting of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the company until May 2, 2019, at a price of 35 cents during the first two years and 50 cents for the next three years. All securities sold in the offering, including any shares issued on exercise of the warrants and finder warrants, are subject to a four-month hold period in Canada expiring on Sept. 3, 2014, and such other hold periods in other jurisdictions applicable to the purchaser.

The company plans to use the net proceeds from the offering to finance further exploration and development of the company's Somituri gold property in the Democratic Republic of the Congo, and for working capital and general corporate purposes.

Corona Gold Corp., based in Toronto, Canada, acquired direct ownership of 11.2 million units under the offering. Prior to the offering, Corona directly owned 1.5 million common shares and no other securities of the company. Following the offering, Corona now owns 12.7 million common shares, representing approximately 22.4 per cent of the number of common shares issued and outstanding, as well as warrants to acquire up to a further 11.2 million common shares of the company. Assuming the exercise of all warrants by Corona only and no other exercises, Corona would own up to approximately 35.2 per cent of the number of common shares of the company on a partially diluted basis.

As a result of the offering, Corona has become a new control person of Kilo, as defined in the policies of the TSX Venture Exchange. Disinterested shareholder approval was required to be obtained by Kilo for the creation of such control person in accordance with the policies of the TSX Venture Exchange and such approval was overwhelmingly received at a special meeting of shareholders held yesterday in Toronto.

Affiliates of Sprott Inc. acquired ownership or control over 3,790,500 units under the offering. Prior to the offering, Sprott owned or controlled, through managed accounts and funds, a total of 4,041,850 common shares of the company, as well as warrants to acquire a further 3,715,500 common shares of the company. Following the offering, Sprott now owns or controls 7,832,350 common shares, representing approximately 13.8 per cent of the issued and outstanding common shares, as well as warrants (including the warrants acquired in the offering) to acquire up to a further 7,406,000 common shares of the company. Assuming the exercise of all warrants by Sprott only and no other exercises, Sprott would own up to approximately 23.8 per cent of the number of common shares of the company on a partially diluted basis.

Directors and officers of Kilo also acquired a total of 420,000 units under the offering.

As a result of the participation in the offering by the insiders noted above, the offering was considered to be a related-party transaction, as defined under Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9. The transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 and Policy 5.9, however, as neither the fair market value of the securities issued to insiders nor the cash consideration paid for such securities exceeded 25 per cent of Kilo's market capitalization. The participants in the offering and the extent of such participation were not finalized until shortly prior to the completion of the offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related-party participation in the offering at least 21 days prior to the completion date.

Dundee Capital Markets (DCM) and affiliates of Sprott acted as finders in connection with the offering and received cash finders' fees of $66,623, 740,880 units in lieu of cash fees and 1,007,370 finder warrants, each exercisable to acquire one common share of the company at a price of 25 cents until May 2, 2019. Affiliates of Sprott did not receive a finder's fee or finder warrants for units sold under the offering to accounts and funds managed by it or its affiliates.

We seek Safe Harbor.

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