Kua enters LOI with Placements Appalache as QT

Executive Summary

• Kua Investments Inc. signed a Letter of Intent with Placements Appalache Limitee (PAL) to acquire up to 100 % of PAL’s high‑purity quartz/silica project in Baie‑Johan‑Beetz, Quebec.
• The proposed reverse takeover values PAL at approximately $15 million (60 M new Kua shares at C$0.25 each) and includes a concurrent private placement of $3–6 million to satisfy TSX‑V listing requirements.
• Completion is expected via amalgamation, plan of arrangement or share exchange, after which PAL shareholders will control the combined entity and Kua will be renamed.

Key Details

• Transaction Structure: Reverse takeover; PAL shareholders exchange securities for Kua shares; final structure (amalgamation, plan of arrangement, etc.) to be determined with legal/tax advice.
• Consideration: 60 M new Kua shares at C$0.25 per share → implied equity value of $15 M for PAL.
• Share Consolidation/Adjustment: Existing Kua shares will be consolidated or the exchange ratio adjusted so that their aggregate value equals $781,250.
• Private Placement: PAL to raise a minimum of $3 M and a maximum of $6 M at market‑determined pricing; proceeds to meet TSX‑V Policy 2.4 listing requirements.
• Sponsorship Waiver: PAL will apply for a waiver from the TSX‑V sponsorship requirement; no guarantee it will be granted.
• Board & Management: Post‑transaction board and officers expected to be nominated by PAL; current Kua directors/officers likely to step down.
• Name Change: Kua will change its name to one determined by PAL upon closing, subject to regulatory approval.
• Project Description: Baie‑Johan‑Beetz deposit spans 54.22 ha of ultrawhite high‑purity quartz/silica, open‑pit ready, located <800 m from main road; additional 383.24 ha of unexplored claims provide expansion potential.
• Regulatory Conditions: Completion subject to exchange acceptance, minority shareholder approval (if required), and any necessary TSX‑V approvals.
• Trading Halt: Kua’s common shares remain halted until the transaction closes or is terminated.
• Future Disclosures: PAL’s financial statements are being prepared; further updates will be provided in subsequent press releases.

Notable Quotes

(No direct quotes were included in the release.)