Knol Resources Corp.

TSX VENTURE : NOL


February 20, 2014 09:44 ET

Knol Resources Corp. Announces Private Placement Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 20, 2014) -

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Knol Resources Corp., (the "Corporation") (TSX VENTURE:NOL) is pleased to announce that it intends to complete a non-brokered private placement offering of 50,000,000 units of the Corporation ("Units") at a purchase price of $0.10 per Unit for total gross proceeds of $5,000,000 (the "Offering"). Each Unit shall consist of one common share in the capital of the Corporation ("Common Share") and one Common Share purchase warrant of the Corporation ("Warrant"). Each Warrant will be exercisable to purchase one Common Share at a price of $0.20 for a period of five years from the date of issuance.

Closing of the Offering is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the TSX Venture Exchange Inc. (the "Exchange"). The Corporation intends to use the net proceeds from the Offering to acquire certain oil and gas interests in Canada by way of joint venture, or other means, for exploration and development activities in the oil and gas sector as the initial part of a strategic oil and gas plan wherein this transaction is expected to be the first of additional transactions of similar structure. Remaining proceeds, if any, will be used for general corporate purposes. It is intended that the closing of the Offering will be subject to a concurrent closing of an acquisition of oil and gas interests. Further details will be provided on this initial oil and gas interest as further negotiations proceed.

Sprott Private Wealth LP and certain affiliates of Sprott Inc. (the "Finders") are expected to act as finders for the Corporation under the Offering. It is anticipated that the majority of the Units will be subscribed for by clients of the affiliates of Sprott Inc. The Corporation will pay commissions to the Finders consisting of either cash or Units, at the Finder's election, equal to 6% of gross proceeds raised from applicable subscriptions under the Offering or 6% of the number of Units issued in connection with applicable subscriptions under the Offering. The Corporation will also issue to the Finders non-transferable finder's warrants ("Finder's Warrants") equal to 6% of the number of Units issued in connection with applicable subscriptions under the Offering. Each Finder's Warrant will entitle the holder to acquire one additional Common Share at a price of $0.10 for a period of two years from the closing of the Offering.

All Common Shares, Warrants, Finder's Warrants and any Common Shares issued on exercise of the Warrants and Finder's Warrants shall be subject to a four month statutory restricted resale period from the closing of the Offering.

About the Corporation

Knol Resources Corp. is a publicly-traded junior oil and gas company seeking investment opportunities in the oil and gas sector. Knol Resources Corp. shares trade on the TSX Venture Exchange under the symbol "NOL".

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to anticipated regulatory and Exchange approvals, the completion and timing of the Offering, the use of proceeds of the Offering, the payment of a commission to Finders, and the Corporation's ability to rely upon the exemptions from the related party requirements of MI 61-101. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include that the Corporation will obtain all necessary regulatory approvals and that the Corporation will use the Finders to obtain subscriptions to the Offering. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the failure to obtain the required approvals for the Offering in a timely fashion or at all, general economic conditions, market risks relating to the oil and gas industry, the uncertainties involved in interpreting exploration results and other geological data and the ability of the Corporation to obtain the funds and resources required to carry out further exploration. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither the TSX Venture Exchange nor it 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

Contact Information

  • Knol Resources Corp.
    Michael Atkinson
    President & CEO
    (604) 689-1428

    Knol Resources Corp.
    John Downes
    Interim CFO
    (604) 488-5415