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PLB Capital files filing statement, NI 43-101 report

2020-10-30 19:01 ET - News Release

Mr. Giuseppe Perone reports

PLB PROVIDES QUALIFYING TRANSACTION UPDATE

PLB Capital Corp. has provided various updates to the previously disclosed acquisition of Kainantu Resources Ltd. (KRL), an international gold exploration company, including, amongst others, that in connection with the transaction, it has filed a filing statement dated Oct. 29, 2020, and a National Instrument 43-101 (Standards of Disclosure for Mineral Projects)-compliant technical report supporting the scientific and technical disclosure contained in the filing statement. The filing statement and technical report can be found under PLB's SEDAR profile.

Time for closing

The transaction is expected to close on or around Nov. 13, 2020, with PLB changing its name to Kainantu Resources Ltd. in connection therewith.

Share exchange agreement

Further to the company's press release dated Aug. 26, 2020, the company, KRL and the shareholders of KRL executed a second amendment to the share exchange agreement on Oct. 7, 2020.

Pursuant to the second amendment agreement, KRL will raise aggregate gross proceeds of not less than $3-million through the issuance of a minimum of 15 million units pursuant to a non-brokered private placement. The financing is expected to be completed immediately prior to the closing of the transaction. In addition, PLB will issue an aggregate of five million deferred PLB common shares to the holders of KRL common shares, pro rata, in accordance with their holdings of KRL shares as of the date of the second amendment agreement, as additional consideration in the event that the resulting issuer has established and completed a technical report in compliance with NI 43-101 supporting an inferred resource (as such term is defined in NI 43-101).

Further details on the second amendment agreement can be found under PLB's SEDAR profile.

About Kainantu Resources Ltd.

As of July 31, 2020, on a consolidated basis, KRL had approximately $2,862,780 (U.S.) in assets and $149,116 (U.S.) in liabilities, with $85,458 (U.S.) in expenditures (audited).

Snowfields Wealth Management Ltd., a British Virgin Islands corporation controlled by Geoff Lawrence, holds 8,117,269 KRL shares, representing 40.59 per cent of the outstanding KRL shares, Axis Mining and Minerals Pte. Ltd., a Singaporean corporation controlled by Matthew Salthouse, holds two million KRL shares, representing 10.00 per cent of the outstanding KRL shares, Season Cove Ltd., a British Virgin Islands corporation controlled by Iain John Deay, holds 3,620,689 KRL shares, representing 18.10 per cent of the outstanding KRL shares, Tanuki Holdings Ltd., a British Virgin Islands corporation controlled by Nathan Paul Daly, holds 3,475,849 KRL shares, representing 17.38 per cent of the outstanding KRL shares, Fuato Ltd., a British Virgin Islands corporation controlled by Luke Anderson, holds 2,586,193 KRL shares, representing 12.93 per cent of the outstanding KRL shares, and Game Plan Pte. Ltd., a Singaporean corporation controlled by Corey van Genderen, holds 200,000 KRL shares, representing 1.00 per cent of the outstanding KRL shares.

Please see the filing statement for additional information about KRL, which can be found under PLB's SEDAR profile.

Proposed chief financial officer

As disclosed in the filing statement, Bart Lendrum will be appointed as the chief financial officer of the resulting issuer.

Mr. Lendrum

Mr. Lendrum is a chartered accountant with over 20 years experience as a finance executive for publicly listed mining, resource and commodity companies (with a particular focus on gold miners operating in the Asia Pacific region).

Mr. Lendrum trained at PricewaterhouseCoopers, before holding several senior financial management roles,including as group financial controller of Archipelago Resources PLC and senior financial projects manager for REA Holdings PLC. His experience covers corporate strategy, financial and management accounting, commercial, project evaluation, and governance. He has been instrumental in establishing business systems and financial controls for miners, transitioning from early-stage exploration through to development and successful production.

Mr. Lendrum is a member of the Australian Institute of Chartered Accountants and holds a bachelor of commerce degree from the University of Western Australia and a postgraduate qualification from the Financial Services Institute of Australia and the Governance Institute of Australia.

Private placement

As previously announced, KRL is arranging the financing to raise aggregate gross proceeds of a minimum of $3-million through the issuance of a minimum of 15 million units. Each unit will consist of one KRL share and one-half of a share purchase warrant. Each KRL warrant will be exercisable at a price of 40 cents per share for a period of 36 months. The KRL shares and KRL warrants issuable pursuant to the financing will be exchanged for common shares and warrants of PLB on the same terms.

The proceeds of the financing will be utilized for KRL's exploration program, general working capital and the costs associated with the transaction. Insiders of KRL are expected to participate in approximately 40 per cent of the financing.

Finders' fees will apply to the balance of the proceeds raised from the financing for units sold to arm's-length parties to the transaction, with such fees consisting of the following:

  • In respect of 4Front Capital Partners Inc.: (a) a cash commission equal to 7 per cent of the gross proceeds raised under the financing from investors introduced by 4Front, which may be payable in units at the discretion of 4Front; and (b) broker warrants entitling 4Front to subscribe for that number of common shares of the resulting issuer as is equal to 7 per cent of the number of units sold under the financing to investors introduced by 4Front at a price of 20 cents per share for a period of 36 months;
  • In respect of Oceanside Group Ltd.: warrants entitling Oceanside to subscribe for that number of common shares of the resulting issuer as is equal to 4 per cent of the number of units sold under the financing to investors introduced by Oceanside at a price of 20 cents per share for a period of 36 months.

The completion of the financing is subject to the approval of the TSX Venture Exchange.

We seek Safe Harbor.

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