Mr. Sam Spring reports
KINCORA PROVIDES UPDATE ON PRIVATE
PLACEMENT AND CONSOLIDATION
Kincora Copper Ltd. has provided an update on the previously announced private non-brokered placement of units and the previously announced 1:10 consolidation of
its common shares.
The previously announced offering of $4-million in units
of the company is fully subscribed. Following requisite shareholder approvals at the Aug. 27,
2025, annual general and special meeting, Kincora intends to close the offering shortly after the
completion of the consolidation.
The company's board of directors has determined to implement the consolidation effective on
Sept. 4, 2025, subject to the receipt of all necessary regulatory and
exchange approvals. No fractional postconsolidation common shares or postconsolidation common shares represented by CHESS depositary interests
(CDIs) will be issued in connection with the consolidation. Any
fractional consolidated shares or consolidated CDIs arising from the consolidation will be
rounded to the nearest whole number, provided that a holder of one or more securities in a class
of securities will hold not less than one security in that class following the consolidation.
Upon completion of the consolidation, the consolidated shares will continue to trade on the TSX
Venture Exchange under the stock symbol KCC under a new Cusip number (49451A 70 2) and a new ISIN (CA 49451A 70 2 4), and the consolidated CDIs will continue to trade on the Australian Securities Exchange under the symbol
KCC. The consolidated shares are expected to commence trading on the TSX Venture Exchange
at market open on or about Sept. 4, 2025. As a result of the consolidation, the number of
common shares issuable upon the exercise of outstanding warrants, stock options and other
convertible securities will be reduced on a 1:10 basis, and their exercise prices will be increased on
a 1:10 basis.
Registered shareholders of the company will receive a letter of transmittal from the company's
transfer agent, Computershare Ltd., providing instructions for the exchange of their preconsolidation common shares and preconsolidation common shares represented by CDIs as
soon as practicable following the effective date. The letter of transmittal will contain instructions
on how to surrender to the transfer agent the certificate (or certificates) representing the preconsolidation
common shares and preconsolidation CDIs. The transfer agent will send to each registered
shareholder who follows the instructions provided in the letter of transmittal a new share
certificate representing the number of postconsolidation common shares and preconsolidation CDIs to which the shareholder is entitled to, alternatively, a DRS advice/statement
representing the number of postconsolidation common shares and preconsolidation CDIs the
shareholder is entitled to following the consolidation. No action is required by beneficial
shareholders of the company to receive consolidated shares or consolidated CDIs in connection
with the consolidation. Beneficial shareholders who hold their preconsolidation common
shares or preconsolidation CDIs through intermediaries (a broker, bank, trust company
investment dealer or other financial institution), and who have questions regarding how their
common shares or CDIs will be processed in connection with the consolidation should contact
their intermediaries.
Registered optionholders of the company will receive an updated issuer sponsored holding
statement and exercise of options notice (form) from the company's transfer agent,
Computershare, as soon as practicable following the effective date.
As of the date of this news release, the company has 291,720,904 common shares issued and
outstanding (including 235,479,088 CDIs). Following completion of the consolidation on the
effective date, the company is expected to have approximately 29,172,090 consolidated shares
issued and outstanding (including 23,547,908 consolidated CDIs), subject to rounding of
fractional consolidated shares and consolidated CDIs. Postclosing of the offering, noting a 12-month hold period, the company is anticipated to have common shares issued and outstanding
of 42,505,424 (including 23,547,908 consolidated CDIs), subject to rounding of fractional
consolidated shares and consolidated CDIs.
Further details regarding the consolidation are contained in the company's management
information circular dated July 18, 2025, which is available on SEDAR+ under the company's profile.
About Kincora Copper Ltd.
Kincora is an emerging Australia-focused copper-gold
explorer with a hybrid project generator strategy. The company is now successfully proving up
the prospectivity of its extensive project portfolio, which includes multiple district-scale
landholdings and scalable drill-ready targets. These assets are located in Australia's Macquarie
Arc and Mongolia's Southern Gobi, two of the globe's leading porphyry belts, and the historical
Condobolin mining field within the Cobar superbasin in New South Wales.
We seek Safe Harbor.
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