Mr. Jeffrey Allison reports
KINGSLAND ENERGY CORP. (NEX: KLE.H) ANNOUNCES PROPOSED PRIVATE PLACEMENT
Conditional upon NEX board approval, Kingsland Energy Corp. will issue three million common shares at a price of one cent per
common share for gross proceeds of $30,000. The
private placement is a non-brokered private placement. Currently, Kingsland has 3,105,684 common shares
issued and outstanding and, after issuance of the additional common shares, will have 6,105,684
common shares issued and outstanding.
As Kingsland is a public company, it is subject to Multilateral Instrument 61-101 governing,
among other things, transactions between listed issuers and related parties of such issuers. In
accordance with MI 61-101, the private placement constitutes a related-party transaction for the
purposes of MI 61-101 due to the fact that Kingsland will issue common shares to an existing control person
of the corporation, namely KF Capital Corp. In accordance with MI 61-101, absent an exemption, MI
61-101 would require Kingsland to receive a formal valuation of the subject matter and majority of the
minority shareholder approval to proceed with the private placement. Kingsland is relying on the
exemptions set forth in Section 5.5(c) of MI 61-101 (as it relates to formal valuations) and the
exemption set out in Section 5.7(1)(b) of MI 61-101 (as it relates to shareholder approval), which exemptions
provide that the transaction is a distribution of securities of the corporation to a related party for cash
consideration.
The private placement has been approved by the board of directors of the corporation, and neither
Kingsland nor, to the knowledge of Kingsland, after reasonable inquiry, any related parties to the private
placement have knowledge of any material information concerning the corporation or its securities
that has not been generally disclosed.
Upon closing of the private placement, the effect of the distribution of common shares on the voting
interest of the related parties will be as follows.
KF Capital Corp. will continue to be a control person, and will hold, own or control, directly or
indirectly, 3,954,956 common shares of Kingsland or 64.77 per cent on an undiluted and diluted basis.
All securities issued or issuable under the private placement will be subject to a statutory hold period
lasting four months and one day following the closing of the private placement.
Proceeds of the private placement will be used for business administration and development.
We seek Safe Harbor.
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