Subject: News release (private placement for $KLM @ $0.02 5M units full warrant 3-years; 10 & 25 finders fees
PDF Document
File: Attachment 2024-04-05-KLM-Private Placement News Release.pdf
Kermode Announces Private Placement for $100,000 with Finders Fees
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
Victoria, British Columbia -- (April 5, 2024) -- Kermode Resources Ltd (TSXV: KLM)
("Kermode" or the "Company") announces a non-brokered private placement ("Offering").
Completion of the private placement is subject to acceptance by the TSX Venture Exchange.
The aggregate gross proceeds to the Company shall be up to $100,000 from the issuance of up to
5,000,000 units (the "Units") as defined below at a price of $0.02 per Units.
The Units shall consist of one common share ("Share") of the Company and one common share
purchase warrant ("Warrant"). The Warrant shall be exercisable to acquire one common share of
the Company (a "Warrant Share") at a price of $0.05 per Warrant Share for a period of 36
months from the closing of the Offering with no accelerator conditions.
The financing proceeds will not primarily be used to pay management fees or for Investor
Relations Activities. The specific uses of the proceeds are detailed below.
Detailed use of proceeds are as follows: Amount ($C)
Use Of Proceeds
TSX Venture Exchange sustaining fee $6,000
Auditor fees $15,000
CFO Fees (6 months) $15,000
TSX Venture Exchange fees (shares-for-services) $10,000
TSX Venture Exchange fees (property option agreements) $20,000
Assay lab fees $15,000
Website costs $15,000
Working Capital $4,000
Total $100,000
In connection with the Offering, the Company may pay a finder's fee in cash, shares, and
warrants to certain eligible finders (collectively, the "Finders"). The amount shall be ten percent
10% of the aggregate gross proceeds raised from those purchasers introduced by such Finders
payable in cash and twenty percent 25% payable in broker warrants (the "Broker Warrants"),
which is the maximum amount of Broker Warrants payable under Section 3.4 of Policy 5.1 of
TSX Venture Exchange. Each Broker Warrant shall entitle the holder to purchase one common
share of the Company at an exercise price of $0.05 per share for a period of 36 months following
the closing.
The Offering is anticipated to close on or about June 3, 2024 ("Closing"), or such later date as
the Company may determine. The closing is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and other approvals, including the approval of
the TSX Venture Exchange. Kermode advises that the insiders of the company may participate in
the Offering, which will be completed pursuant to available related party exemptions under
Multilateral Instrument 61-101. All securities issued in connection with the Offering will be
subject to a four-month and one-day hold period under applicable securities laws.
A portion of the Offering may be completed in accordance with the exemption set out in BC
Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an
investment dealer) (the "Investment Dealer Exemption") and to existing shareholders of the
Company pursuant to the exemption set out in BC Instrument 45-534 (Exemption from
prospectus requirement for certain trades to existing security holders) (the "Existing
Shareholder Exemption"). As required by the Investment Dealer Exemption, the Company
confirms there is no material fact or material change relating to the Company that has not been
generally.
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all
shareholders of the Company as at April 1, 2024, (the "Record Date") (and who are still
shareholders on the date of closing) who are eligible to participate under the Existing
Shareholder Exemption. Any person who becomes a shareholder of the Company after the
Record Date is not permitted to participate in the Offering using the Existing Shareholder
Exemption but other exemptions may still be available to them. Shareholders who became
shareholders after the Record Date should consult their professional advisors when completing
their subscription form to ensure that they use the correct exemption. Orders will be processed by
the Company on a first come, first served basis such that it is possible that a subscription
received from a shareholder may not be accepted by the Company if the Offering is over
subscribed.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption: (i)
the subscriber must be a shareholder of the Company on the Record Date (and must still be a
shareholder on date of closing); (ii) the subscriber must be purchasing the Units as a principal,
i.e. for their own account and not for any other party; and (iii) the subscriber may not purchase
more than $15,000 value of securities from Kermode in any twelve-month period, unless they
have first received "suitability advice" from a registered investment dealer and, in such case,
subscribers will be asked to confirm the registered investment dealer's identity and employer.
The securities offered have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press 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 the United
States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Kermode
Kermode is a junior mining company hunting for exploration opportunities around the world.
On Behalf of the Board of Directors,
KERMODE RESOURCES LTD
"Peter Bell"
President/CEO
For further information please contact:
Tel: 1-250-588-6939
Email: peterbellmining@gmail.com
Website: https://linktr.ee/kermoderesources
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements" within the
meaning of applicable Canadian and United States securities legislation (collectively herein
referred to as "forward-looking information"). Forward-looking statements in this document
includes statements, but is not limited to (i) closing of the Offering (there is no guarantee the
Offering will close on the terms as announced, or at all), and (ii) use of the Offering proceeds
(and the Company reserves the right to use proceeds of the Offering toward other proper uses).
Word Document
File: '\\swfile\EmailIn\20240405 090115 Attachment 2024-04-05-KLM-Private Placement News Release.docx'
Kermode Announces Private Placement for $100,000 with Finders Fees
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
Victoria, British Columbia -- (April 5, 2024) -- Kermode Resources Ltd (TSXV: KLM) ("Kermode" or the "Company") announces a non-brokered private placement ("Offering"). Completion of the private placement is subject to acceptance by the TSX Venture Exchange.
The aggregate gross proceeds to the Company shall be up to $100,000 from the issuance of up to 5,000,000 units (the "Units") as defined below at a price of $0.02 per Units.
The Units shall consist of one common share ("Share") of the Company and one common share purchase warrant ("Warrant"). The Warrant shall be exercisable to acquire one common share of the Company (a "Warrant Share") at a price of $0.05 per Warrant Share for a period of 36 months from the closing of the Offering with no accelerator conditions.
The financing proceeds will not primarily be used to pay management fees or for Investor Relations Activities. The specific uses of the proceeds are detailed below.
Detailed use of proceeds are as follows:
Use Of Proceeds
Amount ($C)
TSX Venture Exchange sustaining fee
$6,000
Auditor fees
$15,000
CFO Fees (6 months)
$15,000
TSX Venture Exchange fees (shares-for-services)
$10,000
TSX Venture Exchange fees (property option agreements)
$20,000
Assay lab fees
$15,000
Website costs
$15,000
Working Capital
$4,000
Total
$100,000
In connection with the Offering, the Company may pay a finder's fee in cash, shares, and warrants to certain eligible finders (collectively, the "Finders"). The amount shall be ten percent 10% of the aggregate gross proceeds raised from those purchasers introduced by such Finders payable in cash and twenty percent 25% payable in broker warrants (the "Broker Warrants"), which is the maximum amount of Broker Warrants payable under Section 3.4 of Policy 5.1 of TSX Venture Exchange. Each Broker Warrant shall entitle the holder to purchase one common share of the Company at an exercise price of $0.05 per share for a period of 36 months following the closing.
The Offering is anticipated to close on or about June 3, 2024 ("Closing"), or such later date as the Company may determine. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. Kermode advises that the insiders of the company may participate in the Offering, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101. All securities issued in connection with the Offering will be subject to a four-month and one-day hold period under applicable securities laws.
A portion of the Offering may be completed in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the "Investment Dealer Exemption") and to existing shareholders of the Company pursuant to the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the "Existing Shareholder Exemption"). As required by the Investment Dealer Exemption, the Company confirms there is no material fact or material change relating to the Company that has not been generally.
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all shareholders of the Company as at April 1, 2024, (the "Record Date") (and who are still shareholders on the date of closing) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over subscribed.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption: (i) the subscriber must be a shareholder of the Company on the Record Date (and must still be a shareholder on date of closing); (ii) the subscriber must be purchasing the Units as a principal, i.e. for their own account and not for any other party; and (iii) the subscriber may not purchase more than $15,000 value of securities from Kermode in any twelve-month period, unless they have first received "suitability advice" from a registered investment dealer and, in such case, subscribers will be asked to confirm the registered investment dealer's identity and employer.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Kermode
Kermode is a junior mining company hunting for exploration opportunities around the world.
On Behalf of the Board of Directors,
KERMODE RESOURCES LTD
"Peter Bell"
President/CEO
For further information please contact:
Tel: 1-250-588-6939
Email: peterbellmining@gmail.com
Website: https://linktr.ee/kermoderesources
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as "forward-looking information"). Forward-looking statements in this document includes statements, but is not limited to (i) closing of the Offering (there is no guarantee the Offering will close on the terms as announced, or at all), and (ii) use of the Offering proceeds (and the Company reserves the right to use proceeds of the Offering toward other proper uses).
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