Mr. Jeffrey Allison
reports
KINGSLAND ENERGY CORP. (NEX: KLE.H) ANNOUNCES PROPOSED PRIVATE PLACEMENT
Conditional upon NEX board approval, Kingsland Energy Corp. will issue 1,202,712 common shares at a price of 5.25 cents
per common share for gross proceeds of $63,142.38. Pursuant to this private placement, 213,735 common shares will be issued to an existing control
person, as that term is defined under securities laws. The private placement is a non-brokered private
placement, and no finders' fees are payable. Currently, Kingsland has 6,581,875 common shares issued and
outstanding and, after issuance of the additional common shares, will have 7,784,587 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 will continue to be a control person and will hold, own or control, direct or
indirectly, 4,168,691 common shares of Kingsland, or 53.55 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.
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