10:00:39 EDT Sun 03 Jul 2022
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King's Bay Resources Corp (2)
Symbol KBG
Shares Issued 23,971,815
Close 2022-05-09 C$ 0.05
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King's Bay to acquire Lion Rock, arranges financing

2022-05-09 16:44 ET - News Release

Mr. Kevin Bottomley reports

KING'S BAY TO ACQUIRE 100% INTEREST IN THE MAYBRUN GOLD-COPPER PROPERTY AND ANNOUNCES CONCURRENT FINANCING

King's Bay Resources Corp. has entered into a definitive agreement to acquire a 100-per-cent interest in the Maybrun property, a gold-copper property located approximately 80 kilometres southeast of Kenora, Ont., through the acquisition of Lion Rock Resources Inc.

The company has entered into a share exchange agreement dated May 6, 2022, with Lion Rock and the shareholders of Lion Rock, pursuant to which the company has agreed to acquire all of the issued and outstanding common shares of Lion Rock in exchange for the issuance of five million common shares of the company to the shareholders of Lion Rock and the issuance of 200,000 common shares of the company to the former vendors of the Maybrun property. In conjunction with the transaction, the company intends to apply for reactivation as a Tier 2 issuer on the TSX Venture Exchange.

Kevin Bottomley, president and chief executive officer, director of King's Bay, stated: "I'm excited for the opportunity to acquire a 100-per-cent interest in a promising gold-copper property located in the heart of the mineral-rich Canadian Shield. We look forward to the reactivation of the company and moving our listing from the NEX board back to Tier 2 of the TSX-V and once again becoming an active exploration issuer with a property that hosted a past-producing mine. We plan to mobilize a crew to the Maybrun property as soon as we complete the concurrent financing and close the transaction."

Concurrent financing

In connection with the transaction, the company intends to complete a non-brokered private placement of up to 15 million units of the company at a price of five cents per unit for gross proceeds of up to $750,000, subject to upsizing in the event of strong investor demand. The company intends to use the net proceeds of the financing for exploration activities on the Maybrun property and for general working capital purposes.

The transaction and the financing are subject to the satisfaction of customary conditions and the approval of the TSX-V and other applicable regulatory authorities. There can be no assurance that the transaction and financing will be completed as proposed or at all.

About the Maybrun property

The Maybrun property is a past-producing mine (Maybrun gold-copper deposit) that was placed on care and maintenance in 1974 for several years prior to an exploration program conducted by Opawica Explorations Inc. in 2005. The Maybrun property is located in the Atikwa Lake area of the Kenora mining division, approximately 80 km southeast of the town of Kenora in Northwestern Ontario. Lion Rock acquired 100 per cent of the mineral rights, surface access and mining rights to an area encompassed by 20 patented mining claims in early 2020 and subsequently carried out an initial work program on the same. The results of the work program and recommendations for exploration programs going forward will be set out in a National Instrument 43-101 technical report that has been commissioned by Lion Rock and which is expected will be finalized and filed shortly. Access to the property is via paved highways and 28 km of logging roads. The patented mining claims are held 100 per cent by Lion Rock under a purchase agreement with the property vendor, pursuant to which Lion Rock paid $50,000 to the vendor and is conditionally required to issue 200,000 common shares of the resulting public company in the event Lion Rock enters into an amalgamation, reverse takeover or similar transaction with a publicly traded company.

About King's Bay Resources Corp.

King's Bay is listed on the NEX board and intends to reactivate and seek a TSX-V Tier 2 listing with the acquisition of Lion Rock and its Maybrun property.

We seek Safe Harbor.

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