Mr. Sam Spring reports
KINCORA ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Kincora Copper Ltd. has closed its previously announced fully subscribed non-brokered
private placement of 13,333,333 units of the company at a price of 30 cents per unit
for aggregate gross proceeds of $3,999,999.90.
Each unit is composed of one common share and one common share purchase
warrant, with each warrant entitling the holder thereof to acquire a further share
at a price of 50 cents for a term of three years. The shares are subject to a one-year hold period
from the closing date and such other restrictions as required by applicable securities laws and
stock exchange rules. Fifteen months after the closing date, the company will have the right
to accelerate the expiry date of the warrants if the weighted-average closing
price of the shares on the TSX Venture Exchange equals or exceeds 75 cents for 20 consecutive trading days. Upon the occurrence of
the acceleration event, the expiry date of the warrants will then be 30 days from the date of issue
of a news release announcing the acceleration.
The company plans to use the net proceeds to finance its continuing project generation strategy and to
undertake significant drilling at its 100-per-cent-owned gold/base-metal Condobolin project, as well as
for general working capital and corporate purposes.
Big Ben Holdings Pty. Ltd. acquired 1,497,167 units for total consideration of
$449,150.10. Prior to the offering, Big Ben held 3,766,713 shares, zero (nil) warrants and 807,599
options, representing approximately 12.91 per cent of the issued and outstanding shares on a non-diluted
basis and 15.26 per cent on a partially diluted basis, assuming exercise of warrants and options. Following
the completion of the offering, Big Ben beneficially owns and controls 5,263,880 shares, 1,497,167
warrants and 807,599 options, representing approximately 12.38 per cent on a non-diluted basis and
approximately 17.20 per cent on a partially diluted basis assuming the exercise of such warrants and
options.
The units were acquired by Big Ben for investment purposes. Big Ben has a long-term view of the
investment and may acquire additional securities of the company, including on the open market
or through private acquisitions, or sell securities of the company, including on the open market or
through private dispositions, in the future depending on market conditions, reformulation of plans
and/or other relevant factors.
Big Ben is an existing insider of the company, and, as such, its participation in the offering is
considered to be a related-party transaction as defined under Multilateral Instrument 61-101
(Protection of Minority Security Holders in Special Transactions). The transaction
is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 as
neither the fair market value of the securities to be distributed to Big Ben, nor the consideration
to be received for those securities exceeds 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related-party transaction at least
21 days before the closing of this offering as the company was not aware of the level of Big Ben's
participation in the offering at such time.
A copy of Big Ben's early warning report will appear on the company's profile on SEDAR+.
About Kincora Copper Ltd.
Kincora Copper is an emerging Australia-focused copper-gold
explorer with a hybrid project generator strategy. The company is 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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