Kairos Capital Corporation
TSX VENTURE : KRS.P

September 11, 2012 11:05 ET

Kairos Capital Corporation Amends Option Agreement

CALGARY, ALBERTA--(Marketwire - Sept. 11, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Kairos Capital Corporation ("Kairos") (TSX VENTURE:KRS.P) is pleased to announce that further to its news release dated February 21, 2012, it has entered into an amended and restated option agreement (the "Amended and Restated Option Agreement") with Polar Star Mining Corporation ("Polar Star") to amend certain terms of the arm's length option agreement between Kairos and Polar Star dated February 16, 2012 (the "Original Option Agreement"), pursuant to which Kairos agreed to acquire an interest in certain mineral exploration properties located in Chile (the "Assets"). The acquisition of the Assets by Kairos is expected to constitute Kairos' "Qualifying Transaction" pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

Pursuant to the terms of the Original Option Agreement, Kairos agreed to acquire from Polar Star a 51% interest in: (i) 16 mineral exploration concessions, known as the "Nancagua Property"; (ii) 29 exploration concessions and an option to acquire five (5) additional exploration concessions, known as the "Fortuna Property"; and/or (iii) one of Polar Star's non-core properties.

Under the terms of the Amended and Restated Option Agreement, upon closing of the Qualifying Transaction, Kairos will pay US$165,000 to Polar Star and shall have funded US$50,000 of option payments due to a third party in respect of the Fortuna Property, in exchange for which Kairos will acquire a 100% interest and a 50% interest in the Nancagua Property and the Fortuna Property, respectively. Kairos has also selected a property known as the "Salvadora Property", which was one of Polar Star's non-core properties, which is comprised of 36 exploration concessions encompassing approximately 9,400 hectares.

Pursuant to the terms of the Amended and Restated Option Agreement, Kairos will have the option to earn a 51% working interest in the Salvadora Property by spending $600,000 on exploration programs on the Salvadora Property on or before March 31, 2014 (the "Earning Phase"). Upon completion of the Earning Phase, Kairos shall have the option of increasing its interest in the Salvadora Property. If Kairos incurs additional paid-up costs, expenses, obligations and liabilities on the Salvadora Property of:

  1. $1,100,000 on or before March 31, 2015, Kairos shall earn an additional 9% interest in the Salvadora Property;
  1. $1,500,000 on or before March 31, 2016, Kairos shall earn an additional 5% interest in the Salvadora Property; and
  1. $3,000,000 on or before March 31, 2019 or brings the Salvadora Property to production, Kairos shall earn an additional 10% interest in the Salvadora Property.

With respect to the Fortuna Property, under the terms of the Amended and Restated Option Agreement, Kairos will have the option of increasing its interest in the Fortuna Property if Kairos:

  1. funds the $1,300,000 in scheduled option payments due to a third party by May 31, 2014, Kairos shall earn an additional 10% interest in the Fortuna Property;
  1. incurs additional paid-up costs, expenses, obligations and liabilities of $600,000 on or before March 31, 2015, Kairos shall earn an additional 5% interest in the Fortuna Property; and
  1. if Kairos completes a bankable feasibility study in respect of the Fortuna Property on or before March 31, 2023, Kairos shall earn an additional 10% interest in the Fortuna Property.

Kairos has agreed that it will pay property option payments and associated costs ("Property Costs") for the Salvadora Property and/or the Fortuna Property as applicable until Kairos earns a 65% interest in and to the Salvadora Property and/or the Fortuna Property, as applicable. As long as Kairos continues its option on the five (5) additional exploration claims under the Fortuna Property, Kairos will be responsible for 100% of the option payments due to the third party.

Kairos does not consider the Salvadora Property and the Fortuna Property to be material at this time and, other than payments for Property Costs, does not intend to spend funds on either the Salvadora Property and/or the Fortuna Property in the next 12 months.

In addition, under the terms of the Amended and Restated Option Agreement, if Kairos earns a 51% interest in the Salvadora Property, Kairos and Polar Star will establish a joint venture company ("JVC") for the purpose of continued exploration of the Salvadora Property. The JVC will be owned 51% by Kairos and 49% by Polar Star. Kairos shall be the operator of the JVC for the Salvadora Property so long as it holds an interest of 51% or greater in the Salvadora Property.

A further news release regarding the Nancagua Property will be issued when a Form 43-101F1Technical Report for the Nancagua Property has been filed and reviewed by the Exchange.

Complete details of the terms of the acquisition are set out in the Amended and Restated Option Agreement (which has been filed on SEDAR) and will be available for viewing under Kairos' profile on www.sedar.com.

It is currently anticipated that trading of the common shares in the capital of Kairos will remain halted until the Exchange has reviewed all documents required by the Exchange.

Further Information

Kairos is a capital pool company created to identify potential acquisitions of commercially viable businesses and/or assets that have the potential to generate profits and add shareholder value.

Forward Looking Information

Statements in this press release regarding the Kairos' business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Kairos Capital Corporation
    Kenneth DeWyn
    President, Chief Executive Officer and Director
    (403) 274-5387