CALGARY, ALBERTA--(Marketwired - Dec. 19, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Kairos Capital Corporation ("Kairos" or the "Corporation") (TSX VENTURE:KRS) announces that it has entered into a binding letter of intent (the "Letter Agreement") to acquire a significant Lithium property portfolio in Chile (the "Acquisition"). The property portfolio is comprised of 26,400 hectares (264 square kilometers) of exploration claims over six salars in Regions I and II of Northern Chile (the "Lithium Claims") - located in the heart of the "Lithium Triangle" of South America and host to the nearby Salar de Atacama, the site of the largest lithium from brine production in the world.
The Lithium Claims are being acquired from Mr. Terence Walker, Kairos's consulting Vice President of Exploration. Mr. Walker has agreed to vend the Lithium Claims to Minera Kairos Chile Limitada, Kairos' Chilean subsidiary, for a cash purchase price equal to the costs Mr. Walker has incurred over the past one and a half years for staking and lease acquisition fees which totals US$ 88,000 (the "Purchase Price"). Mr. Walker has been working on the evaluation, staking and acquisition of the Lithium Claims during the past year and a half while financing for junior companies involved in gold and copper exploration - Kairos's existing property portfolio - was limited.
"We are pleased that Mr. Walker has agreed that the Lithium Claims should be domiciled within Kairos," remarked Al Kroontje, President of Kairos. "While it is clear that the Lithium space is becoming crowded, it is common knowledge that Chilean lithium rich brines are the most cost-effective sources of lithium in the world. Should exploration efforts establish commercial grades of Lithium, it will afford Kairos the opportunity to join the 'low cost producer group' should a production decision be made."
As Mr. Walker is an insider of the Corporation, the Acquisition will be "non arms-length" as that term is defined by the TSX Venture Exchange, Inc. ("TSXV") and is therefore subject to the approval of the TSXV prior to closing. The Acquisition is also a "related party transaction" within the meaning of TSXV Policy 5.9 (which incorporates Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")) insofar as Mr. Walker is an officer of Kairos and therefore is an interested party. The Corporation is relying on an exemption from the formal valuation and minority approval requirements of MI 61-101. Specifically, pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, a formal valuation and minority approval are not required if at the time the Acquisition is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Acquisition, insofar as it involves interested parties, exceeds 25% of the issuer's market capitalization. On November 30, 2016 (the last day of the month prior to execution of the Letter Agreement), Kairos had 68,750,000 common shares ("Common Shares") outstanding. The "market capitalization" of Kairos was $2,543,750, which was determined by multiplying the number of outstanding Common Shares by the simple average of the closing price of such shares on the twenty business days prior to November 30, 2016. Since the Purchase Price does not exceed 25% of the market capitalization of Kairos, the Acquisition is exempt from the requirement under MI 61-101 to obtain a formal valuation of, and minority shareholder approval for, the Acquisition.
The Acquisition will not have an effect on the percentage of securities of the Corporation owned by Mr. Walker. No prior valuations have been undertaken that relate to the subject matter of the Acquisition or are otherwise relevant to the Acquisition.
The board of directors of the Corporation has reviewed the Acquisition and has approved it unanimously at a meeting held on December 12, 2016, with Mr. Walker abstaining from voting on the matter. The Acquisition is expected to close immediately after the Corporation has received approval from the TSXV in order to enable the Corporation to commence further exploration efforts on the Lithium Claims during the remaining summer months in the southern hemisphere.
The Letter Agreement provides that Kairos may conduct exploration activities on the Lithium Claims prior to the closing of the Acquisition. In that regard, Kairos intends to complete a private placement (the "Private Placement") of non-convertible debentures in the amount of C$400,000 (the "Non-Convertible Debentures"). The Non-Convertible Debentures will have a term of two years, bear interest at a rate of 3% per annum and will be unsecured. Kairos anticipates closing the Private Placement immediately upon receipt of TSXV approval and expects that certain insiders of Kairos will be subscribers to the Private Placement. Proceeds from the Private Placement will be used to fund: (i) initial exploration efforts on the Lithium Claims; (ii) the Purchase Price at closing; and (iii) continued exploration efforts on Kairos' Salvadora property which have been ongoing for the past two years.
About Kairos and the Acquisition
Kairos is a Canadian corporation whose Common Shares are listed for trading on the TSXV (ticker symbol "KRS"). Kairos holds a property portfolio, exclusively in Chile, consisting of approximately 26,850 hectares on six separate claim block areas which management believes are prospective for copper/gold or gold/copper deposits. During the recent challenging period in the mining sector, the Corporation's activities were focused on maintaining its existing property portfolio and conducting limited ground reconnaissance programs and IP surveys on certain of the lands within the portfolio. As the Lithium Claims are also entirely within Chile, Kairos' geographic focus will not change upon closing of the Acquisition. While management of Kairos had already intended to become more active on its existing property portfolio due to the recent strengthening in the junior resource market, closing of the Acquisition will allow management to expand its focus by exploring for an additional resource within its existing geographical area.
Upcoming Shareholder Meeting
Kairos has initiated the steps required to hold an annual and special meeting of its shareholders of record as of January 24, 2017 with the meeting to be held on February 28, 2017. Shareholders will be asked to consider changing the Corporation's name to "KairosChile Corp." at the meeting.
- 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; and
- There can be no assurance that regulatory approvals for the proposed Acquisition will be obtained and therefore that the Acquisition will close; and
- There can be no assurance that commercial concentrations of Lithium will be established on any of the salars comprising the Lithium Claims; and
- There can be no assurance that a reconnaissance drilling program on any of the Corporation's existing portfolio will yield results indicating commercial deposits of copper or gold.
Forward Looking Statements
This news release contains 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: the closing date of the Acquisition; the completion of the Acquisition; the closing date of the Private Placement; the funds raised pursuant to the Private Placement; the expected subscribers for the Private Placement; the use of proceeds of the Private Placement; the Corporation's proposed plan regarding its existing properties and the Lithium Claims; the Corporation's business strategy and objectives; the prospects of the Corporation's properties; and the ability of the Corporation to explore the Lithium Claims and its existing properties.
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.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed by such forward-looking statements, including the business of the Corporation and the trading of the Corporation's shares. These risks and uncertainties include, but are not limited to, the risks identified in the Corporation's Management Discussion and Analysis under the heading "Business Risks". Although management of the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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.