10:55:23 EDT Sun 04 May 2025
Enter Symbol
or Name
USA
CA



KGL Resources Ltd
Symbol KGL
Shares Issued 11,698,980
Close 2025-03-14 C$ 0.035
Market Cap C$ 409,464
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KGL Resources to issue 8.85M debt shares to Loncor

2025-03-25 19:10 ET - News Release

Mr. Donat Madilo reports

KGL RESOURCES ANNOUNCES PROPOSED DEBT SETTLEMENT AND SHARE CONSOLIDATION

KGL Resources Ltd. has entered into a debt settlement agreement with Loncor Gold Inc., a company listed on the Toronto Stock Exchange, pursuant to which it is proposed that the company will settle $620,000 of indebtedness owing to Loncor by the issuance of 8,857,142 postconsolidated common shares at a deemed price of seven cents per share following a proposed share consolidation on the basis of one postconsolidated common share for every two preconsolidated common shares. The debt settlement is subject to completion of the share consolidation and all required shareholder and regulatory approvals, including the NEX board of the TSX Venture Exchange. The debt settlement shares will be subject to a four-month hold period.

As all three of the directors of the company are directors, officers and/or employees of Loncor, the debt settlement may be considered to be a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and TSX Venture Exchange Policy 5.9. The debt settlement will be exempt from the valuation requirement of MI 61-101 and Policy 5.9 by virtue of the exemption set out in Section 5.5(1)(b) as the company's securities are not listed on certain specified markets. The debt settlement will, however, not be exempt from the minority shareholder approval requirements of MI 61-101 and Policy 5.9, and this approval will be sought at an annual and special shareholder meeting scheduled for May 30, 2025.

Loncor currently does not own any shares of KGL. Assuming completion of the debt settlement and no other share issuances, Loncor would own approximately 60.23 per cent of the outstanding common shares of the company. As such, the debt settlement will result in Loncor becoming a new control person of the company as such term is defined in NEX policies requiring shareholder approval, which will also be sought at the meeting.

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