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Kobo Resources Inc. (“Kobo” or the “Company”)
(TSX.V: KRI) intends to complete a non-brokered private
placement of up to 12,857,143 units (the “Units”) at a
price of $0.35 per Unit for gross proceeds of up to $4.5 million
(the “Offering”). The Units will be issued pursuant to the
“accredited investor” or another exemption (other than the listed
issuer financing exemption) from the prospectus requirements in
accordance with National Instrument 45-106 – Prospectus Exemptions
(or, in Québec, Regulation 45-106 respecting Prospectus Exemptions)
(“NI 45-106”).
Luso Global Mining, S.A (“LGM”), a wholly owned
subsidiary of Mota-Engil SGPS, S.A. (“Mota-Engil”) has
confirmed to the Company its intent to participate in the Offering
as a lead investor for an amount of up to $3.75 million that is
expected to represent up to 9.99% of the issued and outstanding
commons shares of the Company (“Common Shares”) upon closing
of the Offering. Founded in 1946, Mota-Engil is a multinational
organization with expertise in construction, mining, and
infrastructure management across a number of sectors, including
Engineering, Mining and Construction, Environment and Services,
Transport Concessions, and Energy. Mota-Engil is a market leader in
the Portuguese construction industry, occupying a prominent
position among the top 15 construction companies in Europe.
Mota-Engil operates in 21 countries across Europe, Africa, and
Latin America with a workforce of over 50,000 employees and EBITDA
exceeding €800 million in 2023. More specifically, Mota-Engil
operates in 13 African countries and is the mining contractor for
eight operating mines, including Fortuna Silver's Séguéla Gold Mine
and Endeavour Mining's Lafigué Gold Project in Cote d'Ivoire,
Managem's Gold Mines Boto in Senegal and Tri-K in Guinea-Conakry,
as well as for other mining operations located in Angola, Guinea,
Mozambique, and South Africa.
Edward Gosselin, CEO and Director of Kobo commented: “After a
successful RC drilling program in 2023, we look forward to
expanding our exploration efforts at our Kossou Gold Project in
2024. Following the expected closing of this financing, the
additional capital will enable us to enhance our current
exploration initiatives in 2024 to extend the known zones of
mineralisation at our three main targets, the Road Cut Zone, Jagger
Zone and Kadie Zone.” He continued: “We are extremely pleased to
announce LGM's investment as a significant long-term shareholder in
Kobo. This investment not only reflects their confidence in our
vision for the Kossou Gold Project, but also signifies the
beginning of a mutually beneficial relationship aimed at advancing
our project portfolio with the potential of exploring new
opportunities. Leveraging LGM and Mota-Engil's extensive in-country
experience, Kobo is well-positioned to drive forward our
exploration efforts in Côte D’Ivoire and beyond.”
Alexander Shaw, CEO of LGM commented: “We are pleased to begin
this journey with Kobo as this marks the first step in what we
anticipate being a productive and lasting partnership going
forward. LGM is fully committed to developing a strong relationship
with Kobo, and we are enthusiastic about the opportunities this
collaboration presents. The early exploration efforts at the Kossou
Gold Project are promising, indicating significant potential for
further discovery through additional drilling. We look forward to
working with the Company on its future strategic priorities.”
In addition to the Units offered pursuant to the Offering, the
Company also intends to complete a brokered private placement (the
“Concurrent Financing”) of a maximum of 7,142,857 additional
Units of the Company (the “Additional Units” and
together with the Units, the “Offered Units”) at a price of
$0.35 per Additional Unit for additional gross proceeds of up to
$2.5 million, pursuant to the listed issuer financing exemption
available under Part 5A of NI 45-106.
Each Offered Unit is to be comprised of one Common Share and
one-half of one common share purchase warrant (each whole common
share purchase warrant (“Warrant”). Each whole Warrant
will entitle its holder to acquire one Common Share at a price of
$0.55 per share for a period of 24 months from the closing of the
Offering. The securities issued under the Offering will be subject
to a statutory hold period in accordance with applicable Canadian
securities laws and the securities issued under the Concurrent
Financing will not be subject to a hold period in accordance with
applicable Canadian securities laws.
The Offering and the Concurrent Financing together are subject
to the receipt by the Company of a minimum of $2,500,000 in gross
proceeds (the “Minimum Offering Proceeds”) from either
the Offering or a combination of both the Offering and the
Concurrent Financing.
The Company intends to use the net proceeds of the Offering and
the Concurrent Financing to expand its 2024 diamond drill program
on its Kossou exploration permit, initiate a soil geochemical
survey and a geological exploration program on the Kotobi research
permit and for general corporate and working capital purposes.
Leede Jones Gables Inc. will act as agent in connection with the
Concurrent Financing.
Closing of the Offering and the Concurrent Financing may occur
in one or more closings with the first closing expected to occur on
or about May 30, 2024 and the final closing to occur no later than
June 28, 2024 (the “Closing”), and are subject to
certain closing conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the
TSX Venture Exchange and the receipt of the Minimum Offering
Proceeds.
There is an offering document related to the Concurrent
Financing that can be accessed under the Company’s profile at
www.sedarplus.ca and at www.koboresources.com. Prospective
investors should read this offering document before making an
investment decision.
The Company anticipates that certain “related parties” of the
Company will participate in the Offering. The participation in the
Offering of such “related parties” will constitute a “related party
transaction” as defined under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company expects that the Offering will be
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of
securities being issued to the related parties nor the
consideration being paid by related parties will exceed 25% of the
Company’s market capitalization.
The Offered Units and underlying Common Shares and Warrants have
not been registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), or any U.S. state
securities laws, and may not be offered or sold to, or for the
account or benefit of, persons in the “United States” or “U.S.
persons” (as such terms are defined in Regulation S under the U.S.
Securities Act) absent registration under the U.S. Securities Act
and all applicable U.S. state securities laws or compliance with an
exemption from such registration requirements. This press release
is not an offer to sell or the solicitation of an offer to buy the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to qualification or registration under
the securities laws of such jurisdiction.
About Kobo Resources Inc.
Kobo Resources is a growth-focused gold exploration company with
a compelling new gold discovery in Cote d’Ivoire, one of West
Africa’s most prolific and developing gold districts, hosting
several multi-million-ounce gold mines. The Company’s 100%-owned
Kossou Gold Project is located approximately 20 km northwest of the
capital city of Yamoussoukro and is directly adjacent to one of the
region’s largest gold mines with established processing
facilities.
The Company is drilling to unlock the potential size and scale
of Kossou within 9+ km strike length of highly prospective gold in
soil geochemical anomalies with excellent rock and trench sampling
results. The Company completed ~6,000 m of RC drilling and ~5,400 m
of trenching in 2023 and is planning on additional drilling and
trenching in 2024. Significant gold mineralisation has been
identified at three main targets within a 300 m wide, 2+ km long,
pervasively altered structural corridor defining a potentially
large mesothermal gold system.
Kobo’s common shares trade on the TSX Venture Exchange under the
symbol "KRI”. For more information, please visit
www.koboresources.com.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Statement on Forward-looking Information:
This news release contains “forward-looking information” and
“forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as “expects”, “anticipates”, “plans”,
“estimates”, “believes” or “intends” or variations of such words
and phrases or stating that certain actions, events or results
“may” or “could”, “would”, “might” or “will” be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking statements. In this news release, forward-looking
statements include, but are not limited to, statements regarding
the Company’s ability to obtain requisite approvals, including
approval of the TSX Venture Exchange for the Offering and the
Concurrent Financing; the Company’s ability to raise the Minimum
Offering Proceeds; the completion of the Offering and the
Concurrent Financing, including the completion of the subscription
of LGM, on the terms described herein or at all; the anticipated
closing date for the Offering and the Concurrent Financing; the
proposed use of proceeds; the completion of the Company’s business
objectives, and the timing, costs, and benefits thereof;
development and exploration costs; the Company’s ability to
complete or not its diamond drill program on the Kossou Gold
Project and the Company’s ability to conduct the proposed
exploration program on its Kotobi exploration permit, located in
Côte d’Ivoire.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: failure by the Company to raise the Minimum Offering
Proceeds; general business, economic, competitive, political and
social uncertainties; and the delay or failure to receive requisite
approvals. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this news
release. Except as required by law, the Company assumes no
obligation to update the forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240516209443/en/
Edward Gosselin Chief Executive Officer and Director
1-418-609-3587 ir@kobores.com
Kobo Resources (TSXV:KRI)
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