International KRL Resources Corp.
TSX VENTURE : IRK

International KRL Resources Corp.

June 21, 2005 01:29 ET

International KRL Resources Corp.: Brokered and Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 21, 2005) - International KRL Resources Corp. (IRK) (TSX VENTURE:IRK) is pleased to announce that it has engaged Pacific International Securities Inc (the "Agent") as lead agent for the best efforts private placement of up to 1,000,000 flow through units at a price of $0.25 per flow through unit (the "FT Units"), and up to 1,000,000 non-flow through units at a price of $0.20 per non-flow through unit (the "Common Share Units"), for gross proceeds from the brokered offering of up to $450,000 (the "Brokered Offering").

Each FT Unit shall consist of one flow-through common share and one non-flow-through share purchase warrant, with each such warrant exercisable into one common share of the Company for two years from Closing Date at a price of $0.50.

Each Common Share Unit shall consist of one non flow-through common share and one non-flow-through share purchase warrant, with each such warrant exercisable into one common share of the Company for two years from Closing Date at a price of $0.40.

The share purchase warrants will be transferable. Flow-through funds raised through the issuance of the FT Units will be renounced for the 2005 taxation year.

The Company has agreed to grant the Agent an over allotment option to cover potential over subscription of the Brokered Offering for up to 250,000 additional FT Units and up to 250,000 additional Common Share Units on the same terms. As consideration for acting as Agent, the Company has agreed to pay a commission of 8 percent of the total proceeds raised in the Brokered Offering upon closing, payable in cash, Common Share Units or a combination thereof at the option of the Agent. In addition, the Agent will receive Compensation Options (the "Compensation Options") representing 10 percent of the aggregate FT Units and Common Share Units sold pursuant to the Brokered Offering. Each Compensation Option is exercisable at a price of $0.25 per unit (an "Compensation Unit") for two years. Each Compensation Unit will consist of one common share and one non-transferable common share purchase warrant, each such purchase warrant entitling the Agent to acquire one additional common share of the company for a period of two years, at a price of $0.50 per share. The Company has agreed not to issue any further securities without the prior consent of the Agent for 90 days following closing, and shall grant the Agent a right of first refusal with respect to any further brokered equity financings within 24 months following the closing, which is expected to take place on or before July 20, 2005.

The Company also announced a non-brokered offering of up to 1,000,000 non-flow through units at a price of $0.20 per non-flow through unit (the "Non-Brokered Units"), for gross proceeds from the non-brokered offering of up to $200,000 (the "Non-Brokered Offering"). Each Non-Brokered Unit shall consist of one non flow-through common share and one non-flow-through share purchase warrant, with each such warrant exercisable into one common share of the Company for one year from Closing Date at a price of $0.30 per share. The Non-Brokered Offering is expected to close on or before the Brokered Offering.

The private placements are subject to TSX Venture Exchange acceptance. All securities issued pursuant to the Brokered and Non-Brokered Offerings will be subject to a four month hold period from the date of closing.

The proceeds from the sale of FT Units will be used on the Nor uranium enriched iron/oxide/copper/gold (IOCG) property located in the Yukon Territory, and on the Copper Hill gold/copper project located in northern Ontario. Proceeds from the sale of Common Share Units and Non-Brokered Units will be used for working capital and general exploration.

For more information on the Nor Property, the Copper Hill Property and International KRL Resources Corp. please visit www.krl.net and the SEDAR and EDGAR websites.

ON BEHALF OF THE BOARD

"Seamus Young"

Seamus Young, President

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available.

Statements contained in this news release that are not historical facts are forward-looking statements, which are subject to a number of known and unknown risks, uncertainness and other factors that may cause the actual results to differ materially from those anticipated in our forward looking statements. Although we believe that the expectations in our forward looking statements are reasonable, actual results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

WARNING: The Company relies upon litigation protection for "forward-looking" statements.

The TSX Venture Exchange has neither approved or disapproved the information contained herein.

Contact Information

  • International KRL Resources Corp.
    Mr. Seamus Young
    President
    (604) 689-0299 or Toll Free in U.S.A.: 1-800-665-3772
    (604) 689-0288 (FAX)
    info@krl.net
    www.krl.net