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Kingsland Energy Corp (2)
Symbol	KLE
Shares Issued	3,105,684
Close 2023-12-01	C$ 0.005
Market Cap	C$ 15,528
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Kingsland arranges $30,000 private placement

2023-12-13 18:09 ET - News Release

Subject: Kingsland Energy Corp. PDF Document File: Attachment 2023-12-13 KLE NR PP.pdf KINGSLAND ENERGY CORP. News Release For immediate release December 13, 2023 Kingsland Energy Corp. (NEX: KLE.H) announces Proposed Private Placement Regina, Saskatchewan Kingsland Energy Corp. (the "Corporation" or "KLE") announces that, conditional upon NEX Board approval, it will issue 3,000,000 common shares at a price of $0.01 per common share ("Common Shares"), for the gross proceeds of $30,000 ("Private Placement"). The Private Placement is a non-brokered Private Placement. Currently KLE 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 KLE is a public company, it is subject to Multilateral Instrument 61-101 ("MI 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 KLE will issue common shares to an existing control person of the Corporation, namely KF Capital Corp. In accordancewith MI 61-101, absent an exemption, MI 61-101 would require KLE to receive a formal valuation of the subject matter and "majority of the minority" shareholder approval to proceed with the Private Placement. KLE 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 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 KLE nor, to the knowledge of KLE, 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, direct or indirectly, 3,954,956 common shares of KLE or 64.77% 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. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE. For more information contact: Mr. Jeffrey Allison President & Chief Executive Officer Kingsland Energy Corp. Telephone: (306) 359-3444 Email: michelle@kingslandenergy.com The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended and may not be offered or sold In the United States or to, or for the account of benefit of, US persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. This press release contains "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward- looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of KLE. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur or be achieved. This press release contains forward-looking statements pertaining to, among other things, the assumption that the private placement will receive regulatory approvals and will close as contemplated. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by KLE and described in the forward-looking information contained in this press release. Although KLE believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.