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File: Attachment KBG News Release Conditional listing on CSE Nov 14, 2019.docx
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KING'S BAY RESOURCES CORP. RECEIVES CONDITIONAL APPROVAL TO LIST ON THE CANADIAN SECURITIES EXCHANGE
VANCOUVER, BRITISH COLUMBIA - November 14, 2019, - King's Bay Resources Corp. (King's Bay" or the "Company") (TSXV: KBG)
---> is pleased to announce that it has been approved for conditional listing of its shares on the Canadian Securities Excha
--->nge ("CSE") upon closing of its acquisition of S&S Company, LLC (see King's Bay's March 29, 2019 news release).
Conditions of listing include completion of its concurrent financing in a minimum amount of $2,200,000 and provision of
--->certain other items.
As part of the acquisition of S&S and to complete the whole transaction, in addition to raising financing we will be iss
--->uing preferred, super voting, non-participating shares to former owners of S&S, completing a 1 for 5 share consolidation
--->, continuing the Company to British Columbia from being a Federal Canadian company, installing a slate of new directors,
---> delisting the Company's shares from the TSX Venture Exchange and changing the Company's name to Mercer Holdings Corp.
We will update the public on closing of the transaction and will provide notice of our new trading symbol at that time.
For further information please contact:
President and CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Ventur
--->e Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains "forward looking statements" within the meaning of applicable Canadian securities legislation
--->. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered rea
--->sonable by management, are inherently subject to significant business, economic and competitive uncertainties and contin
--->gencies. Forward looking statements in this press release include that we can complete our acquisition of S&S; that we c
--->an raise the King's Bay Financing; that King's Bay can list its shares on the CSE; and that we close the S&S Transaction
---> and continue its business going forward. Forward looking statements involve known and unknown risks, uncertainties and
--->other factors that may cause actual financial results, performance or achievements to be materially different from the e
--->stimated future results, performance or achievements expressed or implied by those forward looking statements and the fo
--->rward looking statements are not guarantees of future performance. King's Bay's ability to complete the Proposed Transac
--->tion and successfully conduct the business currently conducted by S&S is subject to a number of conditions, some of whic
--->h are outside of King's Bay control; including that the King's Bay Financing is not attractive to investors for any reas
--->on; and that regulators or other factors slow down our intended timing. A fuller description of the risks associated wi
--->th King's Bay business on completion of the Proposed Transaction is set out in the "Risk Factors" section of the managem
--->ent information circular being delivered to King's Bay shareholders in connection with its shareholders' meeting held Oc
--->tober 10, 2019, which circular has been posted under the Company's profile at www.sedar.com. King's Bay disclaims any ob
--->ligation to update or revise any forward looking statements, whether as a result of new information, events or otherwise
--->, except as required by law.
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