Kobo Resources Announces Closing of First Tranche of Non-Brokered Private Placement and Concurrent Brokered Private Placement

June 4, 2024 (Source) — Kobo Resources Inc. (“Kobo” or the “Company”) (TSX.V: KRI) is pleased to announce that it has closed its first tranche of previously announced non-brokered private placement of units (the “Units”) for gross proceeds of $1,485,331.50 (the “Offering”). Under the first tranche of the Offering, 4,243,804 Units were issued at a price of $0.35 per Unit.

In addition, the Company also announces closing of a brokered private placement (the “Concurrent Financing” and together with the Offering, the “Private Placements”) of 8,378,700 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 $2,932,545, pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions (or, in Québec, Regulation 45-106 respecting Prospectus Exemptions) (“NI 45-106”).

As previously announced, Luso Global Mining, S.A (“LGM”), a wholly owned subsidiary of Mota-Engil SGPS, S.A. (“Mota-Engil”), has participated in the first tranche of the Offering as a lead investor. LGM has subscribed for 2,857,143 Units representing gross proceeds of $1 million. LGM will subscribe for additional Units as part of the second tranche of the Offering. Upon closing of the second tranche of the Offering, LGM is expected to hold common shares of the Company (the “Common Shares”) representing 9.99% of the issued and outstanding Commons Shares.

The Company expects to close the second tranche of the Offering on or about July 2, 2024.

Each Offered Unit consists of one Common Share and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles its holder to acquire one Common Share at a price of $0.55 per share until June 4, 2026.

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. acted as agent in connection with the Concurrent Financing and received a cash commission equal to $227,952.90 and 644,960 non-transferable compensation options of the Company (the “Compensation Options”), exercisable until June 4, 2026, to acquire Common Shares at an exercise price of $0.35 per share.

There is an amended and restated 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.

The Units were issued pursuant to the “accredited investor” or another exemption (other than the listed issuer financing exemption) from the prospectus requirements in accordance with NI 45-106. The securities issued under the first tranche of the Offering and the shares underlying the Compensation Options are subject to a statutory hold period until October 5, 2024 in accordance with applicable Canadian securities laws and the securities issued under the Concurrent Financing are not be subject to a hold period in accordance with applicable Canadian securities laws.

Patrick Gagnon, a director of the Company, subscribed, directly and indirectly via his company Corporation Gagnon Capital Ltée, to an aggregate of 192,200 Offered Units under the Private Placements. The participation of Mr. Gagnon in the Private Placements constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 – Protection of Minority Security Holders in Special Transactions. The Private Placements are 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 exceeds 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Private Placements as the details of the participation of Mr. Gagnon had not been confirmed at that time.

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 completion of the second tranche of the Offering, on the terms described herein or at all; the anticipated closing date for the second tranche of the Offering; 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: 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.

Contacts

For further information, please contact:
Edward Gosselin
Chief Executive Officer and Director
1-418-609-3587
[email protected]