Subject: News Release on behalf of Kingsland Capital Corp.
PDF Document
File: Attachment 2025-12-02 KLE NR PP FINAL.pdf
KINGSLAND ENERGY CORP.
News Release
For immediate release December 02, 2025
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 1,202,712 common shares at a price of $0.0525
per common share ("Common Shares"), for the gross proceeds of $63,142.38 ("Private Placement").
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 finder's fees are payable. Currently KLE 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 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 accordance with 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, 4,168,691 common shares of KLE or 53.55% 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.
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