Kincora closes $3.99-million private placement

Executive Summary

• Kincora Copper Ltd. closed its fully‑subscribed non‑brokered private placement of 13,333,333 units at C$0.30 per unit, generating gross proceeds of $3,999,999.90.
• Each unit includes one common share and one warrant (exercise price C$0.50, three‑year term); shares are subject to a one‑year hold period with possible warrant acceleration if the TSX Venture price reaches C$0.75 for 20 consecutive days.
• Net proceeds will fund continued project generation, significant drilling at the wholly‑owned Condobolin gold/base‑metal project, and general working capital/corporate purposes.

Key Details

• Placement Size: 13,333,333 units @ C$0.30 per unit = $3,999,999.90 gross proceeds.
• Unit Composition: 1 common share + 1 common share purchase warrant (exercise price C$0.50, three‑year term).
• Share Hold Period: One‑year lock‑up from closing; warrants may be accelerated 15 months post‑closing if TSX Venture weighted‑average price ≥ C$0.75 for 20 consecutive trading days, after which warrants expire 30 days following the acceleration news release.
• Use of Proceeds:
• Finance continuing project generation strategy.
• Undertake significant drilling at the 100% owned Condobolin gold/base‑metal project.
• General working capital and corporate purposes.
• Big Ben Holdings Participation:
• Acquired 1,497,167 units for $449,150.10.
• Prior holdings: 3,766,713 shares, 0 warrants, 807,599 options (≈12.91% non‑diluted, 15.26% partially diluted).
• Post‑offering holdings: 5,263,880 shares, 1,497,167 warrants, 807,599 options (≈12.38% non‑diluted, ≈17.20% partially diluted).
• Related‑Party Transaction: Big Ben is an existing insider; the transaction qualifies for exemption under MI 61‑101 sections 5.5(a) and 5.7(1)(a) because neither the securities’ fair market value nor consideration exceeds 25% of Kincora’s market capitalization.
• Regulatory Note: No material change report filed 21 days prior to closing, as the company was unaware of Big Ben’s participation level at that time. Early warning report for Big Ben will be posted on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)