Kilo Goldmines Ltd.

Kilo Goldmines Ltd.

May 02, 2014 18:02 ET

Kilo Goldmines Announces Completion of $6.0 Million Private Placement

TORONTO, ONTARIO--(Marketwired - May 2, 2014) -


Kilo Goldmines Ltd. ("Kilo" or the "Company") (TSX VENTURE:KGL)(FRANKFURT:02K) is pleased to announce that it has completed its previously announced non-brokered private placement of equity units ("Units") raising gross proceeds of $6,000,000 (the "Offering"). The Units were offered and sold at a price of $0.25 per Unit with each Unit consisting of one common share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional common share of the Company until May 2, 2019 at a price of $0.35 during the first two years and $0.50 for the next three years. All securities sold in the Offering, including any shares issued on exercise of the Warrants and finder's warrants, are subject to a four month hold period in Canada expiring on September 3, 2014 and such other hold periods in other jurisdictions applicable to the purchaser.

The Company plans to use the net proceeds from the Offering to fund further exploration and development of the Company's Somituri gold property in the Democratic Republic of Congo and for working capital and general corporate purposes.

Corona Gold Corporation ("Corona") (TSX:CRG), based in Toronto, Canada, acquired direct ownership of 11,200,000 Units under the Offering. Prior to the Offering, Corona directly owned 1,500,000 common shares and no other securities of the Company. Following the Offering, Corona now owns 12,700,000 common shares, representing approximately 22.4% of the number of common shares issued and outstanding, as well as Warrants to acquire up to a further 11,200,000 common shares of the Company. Assuming the exercise of all Warrants by Corona only and no other exercises, Corona would own up to approximately 35.2% of the number of common shares of the Company on a partially diluted basis.

As a result of the Offering, Corona has become a new "Control Person" of Kilo, as defined in the policies of the TSX Venture Exchange. Disinterested shareholder approval was required to be obtained by Kilo for the creation of such Control Person in accordance with the policies of the TSX Venture Exchange, and such approval was overwhelmingly received at a special meeting of shareholders held yesterday in Toronto.

Affiliates of Sprott Inc. ("Sprott") (TSX:SII) acquired ownership or control over 3,790,500 Units under the Offering. Prior to the Offering, Sprott owned or controlled through managed accounts and funds, a total of 4,041,850 common shares of the Company as well as warrants to acquire a further 3,715,500 common shares of the Company. Following the Offering, Sprott now owns or controls 7,832,350 common shares, representing approximately 13.8% of the issued and outstanding common shares, as well as warrants (including the Warrants acquired in the Offering) to acquire up to a further 7,406,000 common shares of the Company. Assuming the exercise of all warrants by Sprott only and no other exercises, Sprott would own up to approximately 23.8% of the number of common shares of the Company on a partially diluted basis.

Directors and officers of Kilo also acquired an aggregate of 420,000 Units under the Offering.

As a result of the participation in the Offering by the insiders noted above, the Offering was considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101") and TSX Venture Exchange policy 5.9 ("Policy 5.9"). The transaction was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 and Policy 5.9 however, as neither the fair market value of the securities issued to insiders nor the cash consideration paid for such securities exceeded 25% of Kilo's market capitalization. The participants in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering at least 21 days prior to the completion date.

Dundee Capital Markets ("DCM") and affiliates of Sprott (collectively, the "Finders") acted as Finders in connection with the Offering and received cash finder's fees of $66,623, 740,880 Units in lieu of cash fees and 1,007,370 Finders' warrants, each exercisable to acquire one common share of the Company at a price of $0.25 until May 2, 2019. Affiliates of Sprott did not receive a finder's fee or finder warrants for Units sold under the Offering to accounts and funds managed by it or its affiliates.

About Kilo

Kilo Goldmines Ltd. (KGL) is a Canadian gold exploration company, listed on the TSX Venture Exchange under the symbol 'KGL' and on the Frankfurt Exchange under the symbol '02K'. KGL holds exploitation and exploration licences covering some »3000 km2 of favourable Archaen Kabalian Greenstones(the Ngayu belt) in the northeast Democratic Republic of Congo an area historically referred to as the Kilo-Moto region, a historic gold-producing region.

Incorporated within these licences is:

• the Somituri Project (71.25% owned by KGL), comprising eight non-contiguous licences (606 km2) is held by KGL-Somituri SARL; and

• the KGL Isiro SARL Joint Venture (JV) with Randgold Resources Ltd (2056 km2), for gold and associated minerals only. The JV is managed by Randgold and financed by it to a pre-feasibility (PFS) for a 51% participation interest. Upon completion of the PFS, KGL can participate in funding or Randgold will increase its participation to 65% by completing a Feasibility Study. Areas which may be deemed of no interest to Randgold will be returned to KGL.


• KGL has retained the rights to explore for and develop any iron ore resources(or other minerals) associated with the licences held by KGL Isiro SARL. These licences were in a JV with Rio Tinto who have now withdrawn.

• KGL has a minority interest in the Hajigak iron ore project in Afghanistan.


This news release may contain forward looking statements concerning future operations of Kilo Goldmines Ltd. All forward looking statements concerning Kilo's future plans and operations, including management's assessment, project expectations or beliefs may be subject to certain assumptions, risks and uncertainties beyond Kilo's control. Investors are cautioned that any such statements are not guarantees of future performance and that actual performance and exploration and financial results may differ materially from any estimates or projections.

The securities referred to in this press release 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 in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.

Neither 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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