Kenai Resources Ltd.

Kenai Resources Ltd.

March 07, 2011 09:00 ET

Kenai Completes Sao Chico Acquisition and Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 7, 2011) - Kenai Resources Ltd. (TSX VENTURE:KAI) ("Kenai") is pleased to announce that it has completed the initial closing of an acquisition that gives Kenai the option, subject to the completion of certain conditions, to acquire up to a 100% interest the Sao Chico gold project located in Northern Brazil. In addition, the Company has also closed the first non-brokered private placement and has issued 24,000,000 units at a price of $0.25 per unit, for gross proceeds of $6,000,000. Each unit consists of one common share and one-half of one common share purchase warrant, of which one whole warrant entitles the holder to purchase one common share of Kenai at a price of $0.35 until March 1, 2013. 

Kenai paid cash finders' fees totaling $338,745 and issued 1,354,980 agents' warrants to various brokerage firms and arm's length parties as consideration for arranging a portion of the private placement. Each agent's warrant is exercisable into one common share at a price of $0.35 per share until March 1, 2012.

The shares, and any shares to be issued on exercise of the warrants and the agent's warrants, are subject to a hold period expiring on July 2, 2011.

Kenai's second non-brokered private placement announced on February 15, 2011, for gross proceeds of $625,000, is expected to close shortly. 

The Sao Chico Option Agreement

In a news release dated September 21, 2010, Kenai announced that it had entered into an Option Agreement with Gold Anomaly Limited for Kenai to acquire 50% of the Sao Chico gold project in Brazil, by funding project exploration ahead of a possible decision to acquire equity in the project, with key terms as under:

  1. Kenai has an 18 months option to acquire 50% of Sao Chico following an advance to GOA of A$1m and committing to provide A$2m project funding, these funds will be in the form of a loan from Kenai to GOA until exercise of the option. If Kenai does not exercise the option, the loan funds advanced will be repaid to Kenai by GOA.
  2. Kenai has an additional option to acquire a further 25% by payment to GOA of A$1m and committing to provide A$1m project funding.
  3. GOA has right to continuing participation at 25% level or can sell 25% to Kenai based on a payment of US$30/oz for attributable CIM Mineral Resources gold ounces plus US$60/oz for attributable CIM Mineral Reserves gold ounces at election.
  4. Kenai to pay a 10% Net Profits Interest (NPI) for 5 years to GOA over Kenai's attributable interest, whether at 50% or 75%.

Kenai's objectives in this transaction are to undertake local and regional exploration and development, over the tenement area covering 1,416 hectares, initially targeting one million gold ounces in the 56 hectare core area, the site of extensive prior garimpeiro surface workings. Kenai's project funding is to generate the necessary data to accelerate a Mining Lease application.

Kenai will assume the role of project advisor, utilizing existing GOA personnel as well as its own personnel. The focus is on fast tracking initial gold production and defining a NI 43-101 compliant mineral resource. GOA is now planning the commencement of production during April 2011 at the rate of 10,000 to 20,000 gold ounces per annum. Production is planned from an expected high grade gold deposit using a minimal capital cost, low operating cost gravity recovery operation. On exercise of the Option, Kenai's participation will be as an incorporated joint venture with GOA, covering GOA's rights under contract with the local garimpeiro landowner. This landowner has recently been granted a 12 month trial mining permit or GUIA, with an anticipated 12 month extension, during which time a feasibility study for a full scale project is planned to be completed.

About Kenai Resources:
Kenai is a Canadian company focused on precious mineral project exploration and development, towards early significant gold production. Kenai has been granted the right to acquire up to a 75% interest in the Sao Chico gold project in Brazil. The Sao Chico gold project is located along a prominent NW-SE trend which is the most mineralized zone within the Tapajos Mineral Field in central-northern Brazil. The Tapajos field was the site of the biggest gold rush in Brazilian history in the late 1970's and 1980s when approximately 500,000 garimpeiros (artisanal miners) rushed to the area to exploit extensive areas of newly discovered alluvial gold. Approximately 20 to 30 million ounces of gold (unofficial government figures) were produced from these operations before the easily won alluvial gold deposits were largely depleted. The garimpeiros have little expertise in underground mining and environmental considerations and were thus urged by the government to consolidate their small claims and form joint ventures with established mining companies. The area has had little exploration by modern exploration methods compared to other equivalent gold fields in the world. Details of Kenai's investment in the Sao Chico project can be found in its news release dated September 21, 2010.

In addition, Kenai is also involved in exploration of the wholly-owned Quartz Mountain and Hope Butte gold epithermal gold projects in South-Eastern Oregon, both located in Malheur County, close to the Oregon border with Idaho. 

On behalf of the Board of Directors of Kenai Resources Ltd.

Greg Starr, President and CEO

Forward-Looking Statements: Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed and elsewhere in the company's periodic filings with Canadian securities regulators. Specifically, completion of the private placement of up to $625,000 is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the private placement will be completed as proposed or at all. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. Kenai does not assume the obligation to update any forward-looking statement.

Shares Outstanding: 59,906,734

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 release.

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