Mr. Arnold Kondrat reports
KGL RESOURCES ANNOUNCES NEW CONTROLLING SHAREHOLDER AND CEO AND PROPOSED PRIVATE PLACEMENT
Arnold Kondrat acquired on Feb. 10, 2026, direct ownership of 8,857,142 common shares of KGL Resources Ltd., representing approximately 60.23 per cent of the 14,706,632 issued and outstanding common shares of KGL. Kondrat did not own any common shares of KGL prior to this acquisition such that, immediately following the acquisition, Kondrat now directly owns 8,857,142 common shares of KGL, representing approximately 60.23 per cent of the issued and outstanding common shares of KGL on a non-diluted basis.
Kondrat acquired the 8,857,142 common shares of KGL by way of a private agreement as part of a divesture transaction carried out by the seller of the KGL shares (the seller) in connection with a plan of arrangement involving the seller. This divesture transaction involved the seller disposing of certain assets which included the KGL shares. Kondrat and the seller agreed in the agreement for the divesture transaction that the value of the consideration for the KGL shares shall be an aggregate of $620,000 (which represents approximately seven cents per KGL share). This consideration was satisfied by way of Kondrat accepting a reduction in Kondrat's compensation entitlement from the seller resulting from the closing of the arrangement.
Kondrat acquired the KGL shares for investment purposes. Kondrat does not have any present intention to acquire additional securities of KGL but may, depending on the market and other conditions, increase or decrease his beneficial ownership of securities of KGL, whether in the open market, by privately negotiated agreements or otherwise, subject to general market conditions and other available investment and business opportunities.
Kondrat relied on the private agreement takeover bid exemption set out in Section 4.2 of National Instrument 62-104 -- Take-Over Bids and Issuer Bids, in acquiring the KGL shares. The facts supporting reliance on this exemption are as follows: (a) the acquisition of the KGL shares by Kondrat was made from one seller; (b) the bid was made to one shareholder only and was not made generally to holders of common shares of KGL, and there is more than five holders of common shares of KGL; and (c) there is a published market for the common shares of KGL (the common shares trade on the NEX board of the TSX Venture Exchange), and the value of the consideration paid by Kondrat for any of the KGL shares, including brokerage fees or commissions, was not greater than 115 per cent of the market price of the common shares of KGL at the date of the bid as determined in accordance with Section 1.11 of National Instrument 62-104 -- Take-Over Bids and Issuer Bids.
The early warning disclosure above is issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which KGL is a reporting issuer containing information with respect to the foregoing matters. The early warning report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of KGL.
Kondrat's address and KGL's address is 4120 Yonge St., suite 304, Toronto, Ont., M2P 2B8, Canada.
© 2026 Canjex Publishing Ltd. All rights reserved.