Kairos Capital Corporation
TSX VENTURE : KRS.P

January 26, 2012 13:22 ET

Kairos Capital Corporation Enters Into Amended and Restated Letter Agreement

CALGARY, ALBERTA--(Marketwire - Jan. 26, 2012) -

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

Kairos Capital Corporation (TSX VENTURE:KRS.P) ("Kairos" or the "Corporation") announces that it has entered into an amended and restated letter agreement with Polar Star Mining Corporation ("Polar Star") dated January 25, 2012 (the "Amended Letter Agreement"), to replace the previously announced letter agreement with Polar Star that was entered into on December 23, 2011 (the "Initial Letter Agreement"). Pursuant to the terms of the Initial Letter Agreement, Kairos agreed to acquire an interest in certain mineral exploration properties located in Chile (the "Acquisition"). The Acquisition, when completed, will constitute the "Qualifying Transaction" of Kairos pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

Amendment to the Initial Letter Agreement

Pursuant to the terms of the Initial Letter Agreement, Kairos was to loan $165,000 to Polar Star so that Polar Star could commence an initial work program (the "Work Program") on either Nancagua or Fortuna (mineral exploration properties in Chile). Polar Star was to repay the loan by December 23, 2012.

However, pursuant to the terms of the Amended Letter Agreement, Kairos' loan to Polar Star will not proceed. Instead, Polar Star will spend an amount equal to $165,000 ("Work Fee") to commence the Work Program. Upon completion of the Acquisition, Kairos shall reimburse Polar Star for the Work Fee.

About Kairos

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.

About Polar Star

Polar Star is a public company listed on the Toronto Stock Exchange and is an emerging exploration company with a focus on building value in Chile through discovery and development. Its flagship property, Montezuma, covers 40 kilometres of the West Fault and the cross-cutting Esperanza Fault system and is located between Codelco's Radomiro Tomic - Chuquicamata - Ministro Hales (formerly known as Mansa Mina) group of copper-molybdenum porphyry deposits, and Antofagasta PLC's El Tesoro - Esperanza - Polo Sur group of copper-gold porphyry deposits.

Reader Advisory

Completion of the Acquisition is subject to a number of conditions, including but not limited to, the entering into a definitive agreement between the parties, approval of the Acquisition by the board of directors of each of Kairos and Polar Star, a minimum of $600,000 in gross proceeds shall have been raised pursuant to an offering of securities of Kairos, the Exchange acceptance and if applicable pursuant to the Exchange requirements, shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition 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.

Forward-Looking Statements

Except for historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Kairos nor Polar Star will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Kairos and Polar Star.

The securities of Kairos being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release.

Contact Information

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