Kincora Copper Ltd. (the “Company”, “Kincora”) (TSXV:KCC) is pleased to announce that further to the news release of May 7, 2019 detailing a private placement of units (the “Units”) at $0.10 to raise proceeds of up to $6,000,000 (the “Offering”), the Offering has closed and was oversubscribed with total subscriptions of $6,251,500.
Proceeds from the Offering will accelerate Kincora’s exploration and expansion strategy, including up to 18,000 metres of drilling, and mobilisation for drilling activities has commenced. In 2016, Kincora surpassed Rio Tinto and related entities to become the dominant landholder in the Southern Gobi, attracting a world-class technical team and commencing the first modern systematic district scale exploration in this highly prospective under-explored copper belt. Kincora will now initiate the first target testing drilling program focused on 5 large and independent targets within the wholly owned Bronze Fox and East Tsagaan Suvarga (“East TS”) projects.
Approximately 60% of subscriptions were anchored by two large natural resource institutional investors and associated groups, who are anticipated to represent over 40% of Kincora’s share capital.
Chairman Cameron McRae commented, “We are very encouraged by the strong support received despite a challenging market for junior explorers. I would like to welcome New Prospect as a substantial shareholder alongside LIM Advisors, and a significant number of new investors, other long term shareholders and Kincora directors who participated”.
Sam Spring, President and CEO, noted, “Mobilisation has commenced to resume drilling at our Bronze Fox and brownfield East Tsagaan Suvarga projects. Exploration activities have significantly upgraded the first priority drill target at Bronze Fox, an area that first attracted me to the Company in 2012 and hasn’t been drilled since.
Kincora is now in the strongest position since I have been involved, enjoying a robust technical team and board, 5 independent large-scale targets, a sophisticated shareholders register and a very attractive exploration and expansion strategy.”
Exhibit 1: 5 independent and large-scale drill ready porphyry targets at two mineralised projects, Bronze Fox and East Tsagaan Suvarga, across the district scale license portfolio in the Southern Gobi copper belt
As per the original terms announced in the news release of May 7, 2019, each Unit of the Offering is comprised of one share and one warrant, each warrant entitling the holder to acquire a further share at a price of $0.25 for a term of 2 years.
Having completed an independent technical review of Kincora’s targets and proposed work programs, our largest shareholder, the LIM Asia Special Situations Master Fund Limited (the “LASSMF”), was cornerstone to the Offering. Following discussions with the TSX Venture Exchange (the “Exchange”), LASSMF subscribed for 16,722,000 subscription receipts (the “Subscription Receipts”) at a price of $0.10 per Subscription Receipt instead of subscribing directly for the corresponding number of Units. Under their terms the subscription proceeds received for the Subscription Receipts will be released to the Company upon satisfaction of the final condition imposed by the Exchange, being receipt of disinterested shareholder approval to LASSMF retaining a control position and clearance of a Personal Information Form as required under Exchange policies (a “PIF”) by a designated representative of LASSMF. At the same time the Subscription Receipts will without further consideration be exchanged for the same number of Units.
The Company is also pleased to announce New Prospect Capital Management (“New Prospect”), on behalf of a special purpose managed vehicle, Century Development Ltd. (“Century”), will become our second largest shareholder. New Prospect will secure an approximate 12% stake in Kincora, and has the right to a board seat. New Prospect is a Hong Kong based natural resource specialist investment manager with an extensive network and global investment experience.
The Exchange has also required that the subscription for 16,000,000 Units by Century to be closed in trust pending clearance of a PIF submitted by a designated representative of Century. This condition was the result of Century becoming an “insider” of the Company (as defined under Exchange policies) on closing of the Offering.
The Company anticipates that the conditions to finalizing the investment by LASSMF and Century will be satisfied in a timely manner, notes the PIF clearance process as a standard background review process for new “insiders”, and, the Company thanks the two investors for their cooperation in working with Kincora to settle the terms of their committed investments.
Approximately 60% of the Offering was anchored by these two large natural resource institutional investors, and associated groups, who will account for over 40% of Kincora’s share capital. Coupled with existing and new investors, this supports the Company having a unique and sophisticated shareholder register, where the capital markets strategy has been aligned to the Company’s exploration portfolio and corporate strategy.
The Company will pay finder’s fees of $76,438 in connection with the offering (equivalent to 1.2% of the total subscription amount). The securities issues on closing, together with the securities issuable upon exchange of the Subscription Receipts are subject to a 4-month hold period expiring October 12, 2019.
Following these issuances, including the conversion of Subscription Receipts for LASSMF and release of Units held in trust for Century, the Company will have 133,954,659 issued shares, a total of 71,491,799 warrants and 3,578,383 stock options outstanding.
For more information on Kincora, including links to our detailed exploration and corporate strategy, and updated corporate presentation, please refer to the end of this announcement.
LIM Asia Special Situations Master Fund Limited (“LASSMF”) is a fund managed by LIM Advisors Limited (“LIM Advisors”).
LIM Advisors is one of the longest operating alternative investment managers in Asia that manages funds that invest across the corporate and capital structure in deep value and special situation opportunities.
Century Development Ltd. (“Century”) is a company administered by New Prospect Capital Management (“New Prospect”).
New Prospect is a new Hong Kong based natural resource specialist investment manager with an extensive network and global investment experience.