14:57:22 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Kilo Goldmines Ltd (2)
Symbol KGL
Shares Issued 163,329,855
Close 2016-08-25 C$ 0.165
Market Cap C$ 26,949,426
Recent Sedar Documents

Kilo Goldmines closes final tranche of placement

2016-08-25 17:43 ET - News Release

Mr. Philip Gibbs reports

KILO GOLDMINES ANNOUNCES COMPLETION OF PRIVATE PLACEMENT

Kilo Goldmines Ltd. has completed the final tranche of its previously announced non-brokered private placement of equity units, raising additional gross proceeds of $9.07-million (for $10.0-million in total proceeds from both tranches). An additional $2.5-million placement to the previously announced amount was added on the same terms due to significant demand for the offering.

The units were offered and sold at a price of 10 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 Aug. 25, 2018, at a price of 13.5 cents. The company has the right to accelerate the expiry of the warrants on 30 days written notice if, following four months from the issuance of the warrants, the volume-weighted trading price of the common shares of the company on the TSX Venture Exchange exceeds 30 cents per share for any period of 20 consecutive trading days. All securities sold in the most recent closing of the offering, including any shares issued on exercise of the warrants, are subject to a four-month hold period in Canada expiring on Dec. 26, 2016, and such other hold periods in other jurisdictions applicable to the purchaser.

The company plans to use the net proceeds from the offering for the exploration of its gold properties in the Democratic Republic of Congo, and for working capital and other general corporate purposes.

Osisko Mining Corp., a significant shareholder of the company, acquired five million units in the most recent closing. Prior to this closing, Osisko directly owned 17.6 million common shares and warrants to acquire a further 16.1 million common shares of the company. Following the closing, Osisko now owns 22.6 million common shares, representing approximately 13.32 per cent of the number of common shares issued and outstanding, as well as warrants to acquire up to a further 21.1 million common shares of the company. Assuming the exercise of all warrants by Osisko only and no other exercises, Osisko would own up to approximately 22.9 per cent of the common shares of the company.

As a result of the participation in the most recent closing by Osisko 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 closing and the extent of such participation were not finalized until shortly prior to the completion of the transaction. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the closing at least 21 days prior to the completion date.

Resolute Mining Ltd. also participated in the most recent closing of the placement via a wholly owned subsidiary acquiring 24.7 million units. Resolute is an Australian Securities Exchange-listed gold producer with operations in Africa and Australia, and more than 25 years of successful exploration, development and production experience. Resolute is a new shareholder and now indirectly owns 24.7 million common shares, representing approximately 14.6 per cent of the number of common shares issued and outstanding, as well as warrants to acquire up to a further 24.7 million common shares of the company. Assuming the exercise of all warrants by Resolute only and no other exercises, Resolute would own up to approximately 25.9 per cent of the common shares of the company.

Kilo is required to pay $452,430 in cash finders' fees to registered dealers and eligible finders as a result of the closing of the offering.

About Kilo

Kilo Goldmines holds exploitation and exploration licences covering about 2,417 square kilometres of favourable Archaen Kabalian greenstones (the Ngayu belt) in the northeast Democratic Republic of the Congo, an area historically referred to as the Kilo-Moto region, a historic gold-producing region.

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