Subject: Kua Investments Inc. News release
PDF Document
File: Attachment 17-06-2026 FINAL Kua.pdf
KUA INVESTMENTS INC. SIGNS DEFINITIVE AGREEMENT WITH PLACEMENTS
APPALACHE LIMITEE FOR PROPOSED QUALIFYING TRANSACTION
Not for distribution to U.S. news wire services or dissemination in the United States
FOR IMMEDIATE RELEASE
Vancouver, British Columbia June 17, 2026
KUA Investments Inc. (TSXV: KUAI-P.V) ("KUA" or the "Company") is pleased to announce that it has
entered into a share exchange agreement (the "Definitive Agreement") with Placements Appalache
Limitee ("PAL"), a privately owned Canadian company, established in the province of Quebec, at arm's
length, which is expected to constitute the "Qualifying Transaction" (as such term is defined in policies of
the TSX Venture Exchange ("TSXV")) of KUA (the "Proposed Transaction"). Upon completion, PAL
will operate as a wholly owned subsidiary of KUA and form the business of the Company (the "Resulting
Issuer"). Since 1977, PAL has exclusive mining rights over High Purity Quartz/Silica deposits on the banks
of the St-Lawrence gulf, situated at Baie-Johan-Beetz, Quebec (the "Crete White Property").
Pursuant to the Definitive Agreement, the Company will acquire all of the outstanding shares of PAL (the
"PAL Shares") in exchange for that number of fully paid and non-assessable common shares of KUA equal,
in the aggregate, to the quotient obtained by dividing the pre-transaction equity value of PAL, currently
expected to be $15,000,000, by the price per security issued under the Concurrent Financing (as defined
below), currently expected to be $0.25, or such other price as the parties may agree in writing.
PAL intends to complete one or more brokered and/or non-brokered private placements of subscription
receipts and such other securities as may be approved by the company (the "Permitted Financing
Securities") for a minimum of $3,000,000 and a maximum of $6,000,000 to fund exploration and
development at the Crete White Property, general working capital, and transaction expenses (the
"Concurrent Financing"). Concurrent with the completion of the Proposed Transaction, it is expected that
the Permitted Financing Securities will be automatically exchanged, for no additional consideration and
without requiring any further consent of the holders thereof, into shares of the Resulting Issuer.
The Proposed Transaction is expected to close by July 31, 2026. The completion of the Proposed Transaction
is subject to a number of terms and conditions, including, among other things (i) there being no material
adverse change in respect of the business of PAL and KUA; (ii) the receipt of all necessary consents, orders
and approvals, including the conditional approval of the TSXV; and (iii) other customary conditions of
closing for a transaction in the nature of the Proposed Transaction as set out in the Definitive Agreement.
The Proposed Transaction is an arm's length transaction in accordance with the policies of the TSXV and is
not subject to the approval of the shareholders of KUA, except as required by applicable corporate law.
It is planned that, upon completion of the Proposed Transaction, the principals of KUA, Benoit Marleau and
Jean Marleau, will be appointed CEO and Chairman and COO, respectively, of the Resulting Issuer and will
both be appointed to the Board of Directors. It is further expected that the name of the Resulting Issuer will
be changed to a name mutually agreed upon by the parties, effective following completion of the Proposed
Transaction.
The full terms of the Concurrent Financing and the Proposed Transaction will be provided in a future press
release or press releases that will include all the required disclosure pursuant to TSXV Policy 2.4, section
11.2 to be considered a "comprehensive news release", including the proposed capital structure of the
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Resulting Issuer, financial information respecting KUA and, the names and backgrounds of all persons who
will constitute insiders of the Resulting Issuer.
Trading in the common shares of KUA is currently halted in accordance with the policies of the TSXV and
will remain halted until the closing of the Proposed Transaction or such earlier time as may be permitted.
Upon completion of the Proposed Transaction, it is expected that the Company will be a Tier 2 Mining Issuer
on the Exchange. The Exchange has in no way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this press release. Further information with respect to the
Proposed Transaction will be provided in subsequent press releases.
About Placements Appalache Limitee
Placements Appalache Limitee is a non-reporting issuer incorporated in 1966, validly incorporated and
subsisting under the laws of the Province of Quebec. PAL has been operating in the Canadian mining industry
for more than 50 years and has developed a precise and unique expertise over the Canadian silica market.
PAL owns exclusive mining rights of an ultra-white High Purity Silica deposit on the bank of the St-Lawrence
gulf, situated at Baie-Johan-Beetz, Quebec.
About KUA Investments Inc.
KUA Capital Canada Ltd. is a Canada-based capital pool company within the meaning of the policies of
the Exchange. The principal business of the Company is the identification and evaluation of a Qualifying
Transaction under the policies of the Exchange and, once identified or evaluated, to negotiate an acquisition
or participation in a business subject to receipt of shareholder's approval, if required, and acceptance by
regulatory authorities. The Company has not commenced commercial operations and has no assets other
than cash.
On behalf of the Board of Directors
Derek Lew
Chief Executive Officer
KUA Investments Inc.
(604)-895-7267
Derek.lew@growthworks.ca
Forward-Looking Statements Disclaimer
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 this release.
This news release contains statements that constitute "forward-looking statements." Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause KUA's actual
results, performance or achievements, or developments to differ materially from the anticipated results,
performance or achievements expressed or implied by such forward-looking statements. 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.
Forward-looking statements in this document include, among others, statements relating to expectations
regarding the terms, conditions, structure and completion of the Proposed Transaction (including all required
approvals), including the Concurrent Financing, the business plans of the Resulting Issuer and the expected
effect of the Proposed Transaction on future opportunities for the Resulting Issuer and PAL, the anticipated
completion of the Proposed Transaction, the proposed directors and officers of the Resulting Issuer, the
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proposed name change of the Resulting Issuer; and other statements that are not historical facts. By their
nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause our actual results, performance or achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such factors and risks include, among others: (a) that there is no assurance that the parties will
obtain the requisite director, shareholder, regulatory and TSXV approvals for the Proposed Transaction and
related matters; (b) there is no assurance that the Concurrent Financing will be completed or as to the actual
offering price or gross proceeds to be raised in connection with the Concurrent Financing; (c) following
completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to
time in order to continue its operations which may not be available when needed or on acceptable terms and
conditions acceptable; (d) compliance with government regulation; (e) applicable laws and regulations could
adversely affect the Resulting Issuer's business and results of operations; and (f) the stock markets have
experienced volatility that often has been unrelated to the performance of companies and these fluctuations
may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of KUA as of
the date of this news release and, accordingly, is subject to change after such date. Readers should not place
undue importance on forward-looking information and should not rely upon this information as of any other
date. KUA undertakes no obligation to update these forward-looking statements if management's beliefs,
estimates or opinions, or other factors, should change.
For more information about KUA, please contact Derek Lew, Chief Executive Officer, at 604-895-
7267.
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