Kirkcaldy Capital Corp.
TSX VENTURE : KRK.P
NEX BOARD : KRK.H
TSX VENTURE : KRK.H

October 30, 2014 10:24 ET

Kirkcaldy Capital Corp. and Tigris Resources Limited Announce Update to Previously Announced Transaction and Changes to Terms of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 30, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Kirkcaldy Capital Corp. ( "Kirkcaldy") (NEX:KRK.H) and Tigris Resources Limited ("Tigris") are pleased to announce an update to the previously announced proposed transaction involving Kirkcaldy, Tigris and a subsidiary of Tigris (the "Transaction") and that the terms of the non-brokered private placement (the "Private Placement") to be completed in conjunction with the Transaction, as disclosed in the joint news release of Kirkcaldy and Tigris dated September 15, 2014, have been amended. The Transaction is expected to constitute the "Qualifying Transaction" of Kirkcaldy, as such term is defined under the policies of the TSX Venture Exchange ("Exchange").

Transaction Update

Tigris and Kirkcaldy are continuing to work towards completing the Transaction, including settling the terms of a definitive agreement and preparing other related documentation and disclosure. In furtherance of the Transaction, Tigris has also recently incorporated a subsidiary corporation, Royal Road Minerals Canada Limited ("Subco"), under the provisions of the Business Corporations Act (Alberta).

As previously announced, Tigris intends to consolidate its ordinary shares ("Tigris Shares") on a 2 for 1 basis (the "Consolidation") prior to completion of the Transaction. Under the Transaction, all of the outstanding shares of Kirkcaldy ("Kirkcaldy Shares") will be exchanged for Tigris Shares following the Consolidation ("Tigris Post Consolidation Shares"), with each holder of Kirkcaldy Shares receiving 0.5 of a Tigris Post Consolidation Share for each Kirkcaldy Share held. Assuming completion of the Consolidation, closing of the Transaction and subscriptions for the maximum amount of the Private Placement, it is expected that Tigris will have approximately 40,754,035 Tigris Post Consolidation Shares issued and outstanding, options to acquire 1,075,000 Tigris Post Consolidation Shares and warrants to acquire 18,751,266 Tigris Post Consolidation Shares, not including any Finder's Warrants (as defined below) which may be issued.

The Transaction is subject to, among other things, the completion of the Private Placement on the amended terms summarized below.

Private Placement Update

Under the new terms of the Private Placement, Subco intends to complete a non-brokered private placement offering of units (each a "Unit") of Subco at a price of $0.15 per Unit for aggregate gross proceeds of a minimum of CDN $1,050,000 and a maximum of CDN $3,000,000. Each Unit shall consist of one common share in the capital of Subco (a "Subco Share") and one common share purchase warrant (a "Warrant") of Subco. Each Warrant shall entitle the holder to acquire one Subco Share at an exercise price of $0.225 per Subco Share during the period expiring on the third anniversary of the date of issuance.

The gross proceeds from the Private Placement shall be placed with an escrow agent (the "Escrow Agent") and held until the satisfaction of certain "Escrow Release Conditions" which include, among other things:

  • receipt of all necessary regulatory and shareholder approvals for the Transaction including approval of the listing of the Tigris Post Consolidation Shares on the Exchange;

  • written confirmation from each of Kirkcaldy and Tigris that all conditions of the Transaction have been satisfied, other than release of the escrowed funds, and that the Transaction shall be completed forthwith; and

  • the distribution of the Tigris Post Consolidation Shares and Tigris Warrants (as defined below) in exchange for the Subco Shares and Warrants being exempt from applicable prospectus, registration and similar requirements of applicable securities laws.

Upon satisfaction of the Escrow Release Conditions the gross proceeds from the Private Placement shall be released to Subco. If the Transaction is not completed within 150 days from the deposit into escrow of the subscription funds for the Private Placement, the Escrow Agent shall return the gross proceeds from the Private Placement, to the subscribers of the Units.

On the closing of the Transaction, the Subco Shares and Warrants issued pursuant to the Private Placement will be exchanged such that each holder of Subco Shares will receive 0.5 of a Tigris Post Consolidation Share for each Subco Share held and each holder of Warrants will receive 0.5 of a warrant (a "Tigris Warrant") to purchase a Tigris Post Consolidation Share for each Warrant held; each whole Tigris Warrant entitling the holder to purchase one Tigris Post Consolidation Share at a price of $0.45 until 5:00 p.m. (Toronto time) on the third anniversary of the completion of the Transaction.

As previously announced, it is anticipated that the net proceeds from the Private Placement will be used:

  • to advance the Gomec Property of Tigris in Balikesir, Turkey to second stage drilling;

  • to drill-test specific bulk tonnage targets at Pertek and Bingol in the south-east region of Turkey;

  • to acquire new gold and copper gold license areas in the East Anatolian Plateau;

  • for expenses in connection with the Transaction; and

  • for general working capital purposes.

The securities issued pursuant to the Private Placement may be subject to restricted resale periods pursuant to applicable securities laws and Exchange policies and escrow pursuant to Exchange policies.

Subco will engage certain finders ("Finders") in connection with the Private Placement. The commission payable to the Finders is expected to be 6% of the aggregate gross proceeds raised from subscriptions by subscribers to the Private Placement introduced by the Finders, 50% of which will be payable on closing of the Private Placement with the balance payable on delivery of the escrowed funds to Subco. The Finders are also expected to be issued non-transferable finder's warrants ("Finder's Warrants") equal to 6% of the number of Units issued to subscribers to the Private Placement introduced by the Finders, each Finder's Warrant entitling the holder to acquire one Subco Share at a price of $0.15 for two years from the closing of the Private Placement. On the closing of the Transaction, any Finders Warrants so issued will be exchanged such that each Finder will receive 0.5 of a warrant (a "Tigris Finder's Warrant") to purchase a Tigris Post Consolidation Share for each Finder Warrant held; each whole Tigris Finder's Warrant entitling the holder to purchase one Tigris Post Consolidation Share at a price of $0.30 until 5:00 p.m. (Toronto time) on the second anniversary of the completion of the Transaction. If the Escrow Release Conditions are not satisfied and the gross proceeds from the Private Placement are returned to the subscribers of Units, then Subco may cancel 50% of the Finder's Warrants issued to each Finder.

None of the Subco securities to be offered or sold in the Private Placement or Subco Shares acquired upon exercise of Warrants have been or will be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state. The securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, unless exempt from such registration requirements. This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities in the United States or to a U.S. person.

Sponsorship of the Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the policies of the Exchange. Haywood Securities Inc. has agreed to act as sponsor in connection with the Proposed Transaction, subject to its completion of satisfactory due diligence, formal documentation and approvals of applicable regulatory authorities. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Additional Information

In accordance with Exchange policy, Kirkcaldy's shares are currently halted from trading and will remain so until such time as the Exchange determines which, depending on the policies of the Exchange, may not occur until the completion of the Transaction.

If and when a definitive agreement between Kirkcaldy and Tigris is executed, Kirkcaldy will issue a subsequent press release in accordance with the policies of the Exchange containing the details of the definitive agreement and additional terms of the Transaction, including information relating to sponsorship, summary financial information in respect of Subco and Tigris, and to the extent not contained in this press release, additional information with respect to the Properties, Private Placement, and insiders of Tigris upon completion of the Transaction.

Completion of the Transaction is subject to a number of conditions including but not limited to, the closing of Private Placement, Exchange acceptance and, if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until all required shareholder approvals are obtained. 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.

Additional press releases will be prepared and disseminated regarding the Transaction and related transactions, in due course, in compliance with the policies of the Exchange as information becomes available.

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

Cautionary statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction, the Consolidation, the Private Placement and associated transactions, including statements regarding the terms and conditions of the Transaction, the Consolidation, the Private Placement, and the use of proceeds of the Private Placement. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Consolidation, the Private Placement and associated transactions, that the ultimate terms of the Transaction, the Consolidation, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Consolidation, the Private Placement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. Kirkcaldy undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Kirkcaldy, Tigris, Subco, their securities, or their respective financial or operating results or (as applicable).

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.

Contact Information

  • Kirkcaldy Capital Corp.
    Michael Atkinson
    President
    (604) 689-1428