Kombat Copper Inc.
TSX VENTURE : KBT

Kombat Copper Inc.

June 27, 2016 19:00 ET

Kombat Copper Announces Private Placement Financing

TORONTO, ONTARIO--(Marketwired - June 27, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Kombat Copper Inc. (TSX VENTURE:KBT) ("Kombat Copper" or the "Company") announces that it has entered into a subscription agreement with Rodinia Lithium Inc. ("Rodinia") for Rodinia to subscribe for, on a non-brokered private placement basis, 3,250,000 subscription receipts ("Subscription Receipts") at a price of $0.08 per Subscription Receipt for gross proceeds of $260,000 (the "Offering").

Each Subscription Receipt will entitle the holder to acquire one common share of Kombat Copper (a "Share") and one common share purchase warrant (a "Warrant") automatically without any additional payment upon the completion of the following conditions:

  • The common shareholders of Rodinia approving Rodinia's proposed change of business to a tier 2 investment company under the rules of the TSX Venture Exchange ("Proposed COB") at a meeting of the common shareholders of Rodinia to be called to approve the Proposed COB (the "Rodinia Shareholders' Meeting"); and
  • The TSX Venture Exchange granting Rodina final approval of the Proposed COB.

Each Warrant will entitle Rodinia to acquire one Share (a "Warrant Share") at a price of $0.13 per Warrant Share at any time for before the date that is three years from the date of issue, subject to an acceleration provision whereby in the event that at any time after the expiry of the statutory hold period, the Shares trade at $0.30 or higher on the TSX Venture Exchange, on a volume weighted average basis for a period of 30 consecutive days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right.

The gross proceeds from the Offering will be held in escrow pending satisfaction or waiver of the conditions precedent. If the conversion of the Subscription Receipts does not occur on or before 10 business days after the Rodinia Shareholders' Meeting is held, Rodinia will be entitled to a return of its full subscription price.

The Subscription Receipts and the underlying securities will all be subject to a four month statutory hold period.

Closing of the Offering is expected to occur on or about June 30, 2016 and remains subject to a number of conditions, including without limitation, receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The proceeds from the Offering will be used for general working capital purposes.

About Kombat Copper

Kombat Copper is a publicly traded Canadian exploration and development company with its core operations focused on copper resources in Namibia, one of the world's most prospective copper regions, where it has substantial assets in place with significant upside. The Company continues to hold an 80% interest in five mining licenses in the Otavi Mountainlands, an area of Namibia particularly known for its high-grade copper deposits. Within these licenses are three past-producing mines including the Company's flagship property, the Kombat Mine.

Kombat Copper has contracted EBM Mining Namibia to begin mining lead/copper mineralization at Kombat East, Kombat Central and potentially Gross Otavi within the year. Concentrates will be produced at the Company's production facilities, which are being refurbished by EBM. EBM is also evaluating opportunities to market aggregate stone and sand byproducts locally.

Kombat Copper's decision to (i) mine the near surface mineralization on the Kombat East and Kombat Central areas, and (ii) produce any concentrate from such mining and processing is not based on a feasibility study or mineral resource/reserve with demonstrated economic viability. Kombat Copper has decided to put certain areas of the Kombat Mine into production without first establishing mineral resources or mineral reserves, supported by a technical report and/or feasibility study. The Company cautions readers that such production may not be economically feasible and historically such projects have a much higher risk of economic or technical failure.

Cautionary Notes

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.

This news release may contain forward-looking statements. These statements include statements regarding the proposed Offering, the expected use of proceeds, possible mineralization and deposits, the anticipated timeline regarding future exploration work, availability of results and production, the Company's expectations regarding mineral resources, EBM's ability to commence operations and operate the applicable portions of the Kombat mine, EBM's ability to make the requisite investments, the Company's expectations regarding the production and sales of mineralization from the Kombat Mine and potential development work and the Company's plans for the Kombat Mine including any financial impact and community impact. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking statements, except as required by applicable laws.

The securities referred to in this news 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 applicable securities laws of any state of the United States, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.

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