Kairos announces private placement
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TSX Venture Exchange: “KRS”
CALGARY, Oct. 30, 2017 /CNW/ – Kairos Capital Corporation (“Kairos” or the “Corporation”) is pleased to announce that it intends to complete a non-brokered private placement (the “Private Placement”) of a minimum (the “Minimum Offering”) of 2,174,000 units of the Corporation (“Units”) and maximum (the “Maximum Offering”) of 7,610,000 Units, at a price of $0.46 per Unit, for gross proceeds to the Corporation of a minimum of $1,000,040 and a maximum of $3,500,600. Each Unit is comprised of one (1) common share in the capital of the Corporation (a “Common Share”) and one-third (1/3) of one common share purchase warrant of the Corporation (a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one (1) Common Share at a price of $0.69 per share expiring eighteen (18) months from the date of issuance.
The Corporation will use the proceeds from the Private Placement for general working capital and to fund continued development and exploration activities on its Lithium properties in Chile. In the event of the Minimum Offering, the Corporation intends to allocate the entire proceeds towards its development and exploration activities. In the event of the Maximum Offering, the Corporation intends to allocate $3,000,000 to development and exploration activities and $500,600 to general working capital. Although the Corporation intends to use the proceeds of the Private Placement as described herein, the actual allocation of proceeds may vary from the uses set forth above, depending on future operations, capital commitments, additional financing requirements or unforeseen events or opportunities.
The Corporation intends to rely upon in the Private Placement, among other exemptions, the prospectus exemptions available for sales to purchasers advised by investment dealers in the offering jurisdictions of British Columbia, Alberta and Saskatchewan.
The Common Shares and Warrants issued pursuant to the Private Placement will be subject to a four month hold period from the date of closing.
Kairos may engage agents in connection with the Private Placement and in connection therewith may pay a cash commission equal to 7% of the proceeds of the Private Placement. Agents may also receive warrants equal to 7% of the number of Common Shares issued under the Private Placement. Each warrant will entitle the holder to acquire a Common Share for a price of $0.46 for a period of one year. Commission payments and the issuance of warrants remain subject to TSX Venture Exchange (“TSXV”) approval.
The Corporation confirms there is no material fact or material change related to it which has not been generally disclosed.
Kairos holds a significant Lithium property portfolio which now consists of approximately 53,600 hectares over 11 salars, all located entirely within Chile (the “Lithium Claims”). Preliminary sampling and assaying results from shallow depth over the first 5 of the salars have been received and confirm management’s belief that the Lithium Claims are highly prospective for economic lithium brine accumulations.
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 press release.
Forward Looking Statements
This news release may contain certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. In particular, this news release contains forward-looking statements relating to, among other things: management of the Corporation’s views regarding its existing properties and the Lithium Claims and the ability of the Corporation to explore its existing properties and the Lithium Claims and statements pertaining to the Private Placement, including the Corporation’s ability to obtain necessary approvals from the TSXV.
Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to the Corporation, including information obtained from third party industry analysts and other third party sources. In some instances, material assumptions and material factors are presented elsewhere in this news release in connection with the forward-looking statements. You are cautioned that the following list of material factors and assumptions is not exhaustive. Specific material factors and assumptions include, but are not limited to: the general stability of the economic and political environment in which the Corporation operates; the timely receipt of required regulatory approvals; the ability of the Corporation to obtain future financing on acceptable terms; currency, exchange and interest rates; operating costs; and the success the Corporation will have in exploring its prospects and the results from such prospects. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation does not undertake to update any forward-looking statements herein, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.