Subject: Re: Kua Investments Inc. News release October 19, 2026
PDF Document
File: Attachment KUA news release - Conditional Acceptance October 19, 2026.pdf
KUA INVESTMENTS RECEIVES CONDITIONAL APPROVAL 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 October 19, 2026
KUA Investments Inc. (TSXV: KUAI-P.V) ("KUA" or the "Company") is pleased to announce that the
TSX Venture Exchange has conditionally approved its previously announced "qualifying transaction" under
the policies of the Exchange (the "Qualifying Transaction") to acquire Placements Appalache Limitee
("PAL"), a Quebec private company, which owns a 100% interest in the Crete White Property (the "Crete
White Property" or "Property").
PAL has been active in Canada's silica mining industry for over 50 years, developing unique expertise in
the silica market. Its Baie-Johan-Beetz deposit, located on the north shore of the Gulf of St. Lawrence,
spans 54.22 hectares of ultra-white, High Purity Quartz/Silica. Ideally suited for open-pit quarry extraction,
the deposit lies less than 800 meters from the main road and is complemented by 383.24 hectares of
unexplored claims, offering significant expansion potential. Designated a critical and strategic mineral by
the Province of Quebec since 2024, High Purity Quartz/Silica (commonly known as HPQ) is the feedstock
for silicon metal and for the manufacture of fused-silica crucibles, which are essential for solar panels,
semiconductors, microchips, batteries, fiber optics, and other advanced technologies. Material that does not
meet the specifications for silicon metal feedstock or high-tech applications will be directed to other
markets.
The conditional approval of the Qualifying Transaction is subject to meeting all closing conditions,
including but not limited to completion of the Concurrent Financing (as defined herein) and evidence of
satisfactory public distribution. In connection with the Qualifying Transaction, the Company intends to file
on SEDAR+ its filing statement (the "Filing Statement"). Investors are encouraged to review the Filing
Statement on the Company's SEDAR+ profile. The Filing Statement provides detailed information about,
among other things, the Qualifying Transaction, PAL and the Crete White Property and the resulting
company following completion of the Qualifying Transaction (the "Resulting Issuer").
Assuming all conditions are satisfied, the parties anticipate to close the Qualifying Transaction on or about
December 1, 2026, or such other date as the Company and PAL may determine, and that trading of the
Resulting Issuer's common shares will commence shortly after closing. The Company will issue a further
news release once the Exchange issues its bulletin announcing its final approval of the Qualifying
Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence
on the Exchange. The Resulting Issuer's trading symbol will be "PALQ".
The Transaction
Pursuant to the definitive agreement dated June 11, 2026, as further amended on October 19, 2026 (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. The Resulting Issuer
will also issue an aggregate of 3,130,000 Resulting Issuer Shares at a deemed price of $0.25 per Resulting
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Issuer Share in connection with the Qualifying Transaction. Each of the advisors (the "Advisors"), is an
arm's length party to both KUA and PAL. No other finder's fees or commissions will be payable in connection
with the Qualifying Transaction. The issuance of Resulting Issuer Shares to the Advisors shall be made in
accordance with TSXV Policy 2.4 and disclosed in the Filing Statement to be filed in connection with the
Qualifying Transaction.
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
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; and (iii) other customary conditions of closing for a
transaction in the nature of the Proposed Transaction as set out in the Definitive Agreement.
Immediately prior to the completion of the Qualifying Transaction, the Company will effect a name change
pursuant to which the Company will change its name to "PALQUARTZ Inc." or such other name as
determined by PAL. Immediately prior to the share exchange, KUA will complete the KUA Consolidation
of the outstanding KUA Shares at a ratio of one post-consolidation KUA Share for every two pre-
consolidation KUA Shares. Concurrently, PAL will complete the PAL Stock Split at a ratio of 1.43217049:1
post-stock split PAL Share for every one pre-stock split PAL Share, or such other ratio as may be required
for the former shareholders of PAL to hold approximately 60,000,000 Resulting Issuer Shares
Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer will be a Tier 2
Mining Issuer on the Exchange.
Concurrent Financing
Prior to completion of the Qualifying Transaction, PAL intends to complete a brokered and/or non-brokered
private placement for aggregate gross proceeds of not less than $3,000,000 (the "Minimum Offering") and
not more than $6,000,000 (the "Maximum Offering"), consisting of any combination of: (i) subscription
receipts of PAL (the "Non-FT Subscription Receipts") at a price of $0.25 per Non-FT Subscription Receipt;
and (ii) flow-through subscription receipts of PAL (the "FT Subscription Receipts") at a price of $0.40 per
FT Subscription Receipt (collectively, the "Concurrent Financing"). PAL may elect, in its sole discretion,
to issue up to $1,800,000 of FT Subscription Receipts as part of the Minimum Offering and up to $2,600,000
of FT Subscription Receipts as part of the Maximum Offering (the "FT Election"). The price of the FT
Subscription Receipts may be reduced to $0.30 if market conditions warrant such an adjustment. PAL may
elect not to exercise the FT Election and may complete the Concurrent Financing entirely through the
issuance of Non-FT Subscription Receipts.
Upon satisfaction of certain conditions (collectively, the "Escrow Release Conditions"), each Subscription
Receipt will be deemed automatically exercised (for no further consideration and with no further action on
the part of the holder thereof) for: (i) in the case of the Non-FT Subscription Receipts, one (1) unit of PAL
(each, a "Non-FT Unit"), each Non-FT Unit consisting of one (1) PAL Share and one (1) common share
purchase warrant of PAL (each, a "Warrant"); (ii) in the case of the FT Subscription Receipts, one (1) flow-
through share of PAL(each, a "FT Share"), that will qualify as a "flow-through share" within the meaning
of subsection 66(15) of the Income Tax Act (Canada) and subsection 359.1 of the Taxation Act (Quebec).
Each Warrant will entitle the holder thereof to purchase one (1) non-flow-through PAL Share at an exercise
price of $0.50 for a period of three (3) years from the date of issuance thereof. The PAL Shares and Warrants
issued upon conversion of the Subscription Receipts will then be immediately exchanged for one Resulting
Issuer Share and one Resulting Issuer common share warrant (each a "Resulting Issuer Warrant").
The net proceeds from the Concurrent Financing are intended to be used by PAL for exploration and
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development at the Crete White Property, general working capital, and transaction expenses. PAL may pay
a cash commission of up to 10% of the gross proceeds of the Concurrent Financing to registered investment
dealers and exempt market dealers (each, an "Eligible Broker"), and may issue non-transferable
compensation warrants equal in number to up to 10% of the Subscription Receipts sold through such Eligible
Brokers in connection with the Concurrent Financing. Each broker warrant shall entitle the holder to acquire
one PAL Share at a price of $0.25 for a period of two years from the date of issuance and as part of the
Qualifying Transaction will be exchanged of broker warrants of the Resulting Issuer on the same terms
thereof.
This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any
sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be
unlawful, including the United States of America. The securities being offered as part of the Concurrent
Financing have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws, and accordingly may not be offered or
sold in the United States except in compliance with the registration requirements of the U.S. Securities Act
and any applicable state securities laws, or pursuant to available exemptions therefrom.
Directors and Officers of the Resulting Issuer
Upon completion of the Qualifying Transaction, it is anticipated that all of the directors and officers of KUA
will resign. The Resulting Issuer board will be reconstituted to consist of the following persons: Benoit
Marleau, Jean Marleau, Genevieve Ayotte, Marc Rousseau and Yves-Andre Bureau. The senior management
of the Resulting Issuer is anticipated to consist of Benoit Marleau as CEO, Veronique Laberge as CFO and
Corporate Secretary and Jean Marleau, as Chief Operating Officer and Chairman of the Board.
The relevant experience of the proposed officers and directors of the Resulting Issuer is set out below.
Benoit Marleau (Montreal, QC) Chief Executive Officer, Promoter and Director
Benoit Marleau is a chartered professional accountant with over 35 years of experience in accounting,
financial management, and business advisory services. Throughout his career, he has held various senior
financial management positions and has advised numerous companies on financing, strategic planning,
corporate governance, and business development initiatives across a wide range of industries. Mr. Marleau
has been involved with PAL since 2007 and has led the project since 2025. In this capacity, he oversees all
corporate activities of the company, including investor relations, regulatory matters, financing activities, and
strategic planning aimed at advancing the Company's high-purity silica project located in Baie-Johan-Beetz,
Quebec. He holds a Bachelor of Accounting Sciences from the Universite du Quebec a Montreal, obtained
in 1992, and has been a Chartered Professional Accountant (CPA) since 1995. Benoit serves as the Chief
Executive Officer and Director of the Resulting Issuer and has not entered into a non-competition or non-
disclosure agreement with the Resulting Issuer. He will devote approximately 80% of his time necessary to
perform the work required in connection with the management of the Resulting Issuer.
Veronique Laberge (Laval, QC) Chief Financial Officer and Corporate Secretary
Veronique Laberge is a chartered professional accountant and holder of the title of auditor. With more than
20 years of experience in professional practice, she is specialized in certification mandates, general
accounting and as a consultant for public and private companies. Veronique serves as the Chief Financial
Officer of the Resulting Issuer and has not entered into a non-competition or non-disclosure agreement with
the Resulting Issuer. She will devote approximately 10% of her time necessary to perform the work required
in connection with the management of the Resulting Issuer.
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Jean Marleau (Saint-Adolphe-d'Howard, QC) Chief Operating Officer, Promoter, Chairman of the Board
and Director
Jean Marleau is a geology technician by trade and has more than 45 years of experience in the natural
resources sector, with extensive expertise in mineral exploration, project development, and operational
management. Mr. Marleau has participated throughout his career in the evaluation, exploration, and
development of numerous natural resource projects across Canada. His experience includes field exploration,
geological mapping, sampling programs, exploration management, and the technical assessment of mineral
deposits. Mr. Marleau has held senior leadership positions in several mining and resource companies. He
served as President of Ressources Cristobal Inc., a mineral exploration company listed on the Montreal Stock
Exchange, from 1988 to 1992. During this period, he participated in the company's financing activities,
including a public fundraising under the REA program involving Foratek International Inc., and contributed
to the company's public listing process. These initiatives supported the development of a quartz deposit
through Si-Uniquartz Inc. and the expansion of a hydrogeological drilling and services business. Mr. Marleau
has been involved with the Baie-Johan-Beetz high-purity silica project since its discovery and has overseen
much of the exploration work conducted on the property. Jean serves as the Chief Operating Officer and
Chairman of the Board of the Resulting Issuer and has not entered into a non-competition or non-disclosure
agreement with the Resulting Issuer. He will devote approximately 80% of his time necessary to perform the
work required in connection with the management of the Resulting Issuer.
Genevieve Ayotte (Montreal, QC) Director
Ms. Ayotte is a member of the Certified Professional Accountants of Quebec and graduated from HEC
Montreal with a Bachelor's in Business Management and a D.E.S.S in public accounting (2008). Outside of
Ms. Ayotte's accounting profession, she also served until September 2024 as President of Women in Mining-
Montreal. Since 2008, Ms. Ayotte developed extensive mining knowledge, specifically in public accounting
at PricewaterhouseCoopers LLP (PwC) and as a board member and consultant for junior mining companies.
As a director in audit at the Montreal office, she has worked with many Canadian mining companies,
including Arianne Phosphate which she joined as their Chief Financial Officer in 2022. She will devote
approximately 5% of her time necessary to perform the work required in connection with the management
of the Resulting Issuer. Ms. Ayotte has not entered into a non-competition or non-disclosure agreement with
the Resulting Issuer.
Marc Rousseau (Saint-Joseph-Du-Lac, QC) Director
Mr. Marc Rousseau began his professional career with Ford Credit Canada, where he served as Director of
Operations. In 2001, he joined the Business Development Bank of Canada (BDC) as a Senior Business
Development Manager, a position he held until the founding of LVR Capital in September 2005.
Concurrently, Mr. Rousseau pursued a distinguished military career with the Canadian Forces Reserves from
1981 to 2004 as an infantry officer. He commanded the Fusiliers Mont-Royal Regiment from 1996 to 1999
and was deployed to Bosnia, where he served as Plans and Policy Team Leader at NATO Headquarters in
Sarajevo. He retired with the rank of Lieutenant-Colonel. Mr. Rousseau is the President of LVR Capital, a
boutique merchant banking firm specializing in corporate finance and strategic advisory services, with a
particular focus on debt financing. Since 2005, he has been instrumental in securing approximately $300
million in financing for numerous companies and has led the restructuring and turnaround of several
businesses. In 2025, the operations of LVR Capital were integrated into Agilis Capital, where Mr. Rousseau
is currently a Partner. Mr. Rousseau has extensive board and governance experience. He previously served
as a director of the National Film Board of Canada, chaired the Quebec Society for Disabled Children, and
currently serves as President of the Fusiliers Mont-Royal Foundation. He also serves on the advisory
committees of Pilote Groupe Conseil and Synergx. Since 2021, Mr. Rousseau has served as Chief Financial
Officer of Quantum eMotion Corp. (TSXV: QNC; NYSE American: QNC), where he has played a key role
in the company's financing activities and its uplisting to the NYSE American. Since 2025, he has also served
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as Vice-Chair of the Board of Directors of Commissionaires du Quebec, one of Canada's leading security
services organizations. Marc serves as a director of the Resulting Issuer. He will devote approximately 15%
of his time necessary to perform the work required in connection with the management of the Resulting
Issuer. Mr. Rousseau has not entered into a non-competition or non-disclosure agreement with the Resulting
Issuer.
Yves-Andre Bureau (Saint-Adolphe-d'Howard, QC) Director
Mr. Yves-Andre Bureau is an industrial engineer and senior project executive with more than 35 years of
experience in infrastructure development, renewable energy, project financing, corporate governance, and
Indigenous economic development across Northern Canada. Mr. Bureau holds a Bachelor's Degree in
Industrial Engineering from the Universite du Quebec a Trois-Rivieres and a Master's Degree in Health
Administration from the Faculty of Medicine of the Universite de Montreal. He has been a registered
Professional Engineer since 1985 and is a member of both the Ordre des ingenieurs du Quebec and the
Northwest Territories and Nunavut Association of Professional Engineers and Geoscientists. Since 2002,
Mr. Bureau has served as President of YAB Management, a consulting firm specializing in strategic advisory
services, business development, project management, and corporate structuring for major infrastructure,
renewable energy, and economic development initiatives in Northern Canada. His work has focused
extensively on supporting Indigenous organizations and communities, including Inuit, Cree, and Innu
partners, as well as private and public sector organizations operating in northern regions. Throughout his
career, Mr. Bureau has led or supported the development of more than $350 million in infrastructure,
renewable energy, community development, logistics, and mining-related projects. His experience includes
project financing, public-private partnership structuring, feasibility studies, risk management, contract
negotiations, and corporate governance. Mr. Bureau has also served on numerous boards of directors and has
held leadership positions as Chair, Treasurer, Corporate Secretary, and Director for various corporations and
development organizations. He is widely recognized for his ability to build partnerships among Indigenous
organizations, governments, financial institutions, and private-sector stakeholders to advance sustainable
economic development initiatives. Yves-Andre serves as a director of the Resulting Issuer. He will devote
approximately 5% of his time necessary to perform the work required in connection with the management
of the Resulting Issuer. Mr. Bureau has not entered into a non-competition or non-disclosure agreement with
the Resulting Issuer.
Other Insiders
Upon completion of the Qualifying Transaction, it is anticipated that Benoit Marleau will directly and
indirectly own, or exercise control or direction over, an aggregate of 9,498,802 Resulting Issuer Shares,
representing 12.14% of the issued and outstanding Resulting Issuer Shares assuming completion of the
Minimum Offering and 10.52% assuming completion of the Maximum Offering, and that Jean Marleau will
directly and indirectly own, or exercise control or direction over, an aggregate of 32,674,769 Resulting Issuer
Shares, representing 41.75% of the issued and outstanding Resulting Issuer Shares assuming completion of
the Minimum Offering and 36.20% assuming completion of the Maximum Offering, in each case assuming
that the FT Election is not exercised.
Financial Information of PAL
The table below sets out certain financial data for PAL in respect of the periods for which financial
information which will be included in the filing statement:
Three and six-months Financial Year ended Financial Year ended
period ended June 30, December 31, 2025 December 31, 2024
(audited)
2026 (unaudited) (audited)
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Total revenues Nil Nil Nil
Net loss ($1,964,998) ($433,965) ($45,038)
Total assets $268,524 $13,472
Total long-term financial $291,951 $316,262
liabilities $366,917 Nil
Consolidated Capitalization
The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis,
after giving effect to the Qualifying Transaction and assuming that the FT Election is not exercised:
Description of Issue Number of Resulting Issuer Number of Resulting
KUA Shares Issued and Outstanding Shares After Giving Effect to Issuer Shares After
Giving Effect to the
the Transaction and the Transaction and the
Minimum Offering (post-KUA Maximum Offering
Consolidation and post-PAL
(post-KUA
Stock Split) Consolidation and
post-PAL Stock Split)
3,125,000
3,125,000
Issuable to PAL Shareholders pursuant to the 60,000,000 60,000,000
Share Exchange
Issuable to Concurrent Financing Subscribers 12,000,000 24,000,000
Issuable to Advisors pursuant to the Share 3,130,000 3,130,000
Exchange Agreement
Subtotal Shares Outstanding (Undiluted) 78,255,000 90,255,000
Issuable on exercise of KUA Options 312,500 312,500
Issuable on exercise of Warrants
Fully-Diluted Total 21,936,240 35,136,240
100,503,740 125,703,740
The following table sets forth the pro forma share capital of the Resulting Issuer, on a consolidated basis,
after giving effect to the Qualifying Transaction and assuming that the FT Election is exercised:
Description of Issue Number of Resulting Issuer Number of Resulting
Shares After Giving Effect to Issuer Shares After
KUA Shares Issued and Outstanding Giving Effect to the
Issuable to PAL Shareholders pursuant to the the Transaction and the Transaction and the
Share Exchange Minimum Offering (post-KUA Maximum Offering
Issuable to Concurrent Financing Subscribers Consolidation and post-PAL
Issuable to Advisors pursuant to the Share (post-KUA
Exchange Agreement Stock Split) Consolidation and
post-PAL Stock Split)
3,125,000
60,000,000 3,125,000
60,000,000
9,300,000 20,100,000
3,130,000 3,130,000
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Subtotal Shares Outstanding (Undiluted) 75,555,000 86,355,000
Issuable on exercise of KUA Options 312,500 312,500
Issuable on exercise of Warrants 14,466,240
Fully-Diluted Total 90,333,740 24,346,240
111,013,740
Further Information
The Company plans to issue additional news releases providing further details in respect of the proposed
Qualifying Transaction, the Definitive Agreement, additional terms of the Concurrent Financing and other
material information as it becomes available.
For additional information concerning the Company, PAL, the Resulting Issuer, the Qualifying Transaction
and the Concurrent Financing, please refer to the Company's news releases dated June 18, 2026 and February
6, 2026, which are available under KUA's SEDAR+ profile at www.sedarplus.ca and the filing statement
which will be filed under KUA's SEDAR+ profile at www.sedarplus.ca.
Trading in the KUA shares is presently halted. It is uncertain whether the KUA shares will resume trading
until the Qualifying Transaction is completed and approved by the Exchange.
There are not any interests in the Qualifying Transaction held by non-arm's length parties to KUA or PAL.
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
since 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 deposits on the bank of the St-
Lawrence gulf, situated at Baie-Johan-Beetz, Quebec.
About KUA Investments Inc.
KUA Investments Inc. 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
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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
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 and that the Escrow
Release Conditions will be satisfied and within the delays; (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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