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Kincora Announces Closing of Private Placement, Performance Rights Exercise and Shares for Services

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Vancouver, British Columbia--(Newsfile Corp. - December 23, 2024) - Kincora Copper Limited (TSXV: KCC) (ASX: KCC) (Kincora or the Company) is pleased to confirm the closing of its previously announced private placement of 33,500,659 shares, raising gross proceeds of AUD$1,273,025 (CAD$1,206,024). The placement was conducted in two tranches:

Closing of Private Placement

  1. First Tranche
    Closed on October 22, 2024, with the issuance of 12,576,031 shares for total gross proceeds of AUD$477,889 (CAD$452,737).

  2. Second Tranche
    Closed on December 18, 2024, with the issuance of 20,924,627 shares for total gross proceeds of AUD$795,136 (CAD$753,287).

Insiders/Directors participated in the second tranche as follows:

  • Cameron McRae: 568,421 shares

  • John Holliday: 568,421 shares

  • Jeremy Robinson: 248,211 shares

  • Big Ben Holdings Pty Limited: 5,751,974 shares

The shares were issued at a price of 3.8 Australian cents (approximately 3.6 cents) per share, with one attaching option for every two shares issued. Each option has an exercise price of 7.5 Australian cents (approximately seven cents) and a two-year term. The issue price represents a 12-per-cent discount to the last closing price on October 10, 2024, and a 16-per-cent discount to the 15-day volume-weighted average price on the Australian Securities Exchange. Morgans Corporate Ltd has acted as Lead Manager. Associated with the raising a 3.9% (AUD49,478) cash fee was paid on funds raised.

A portion of the private placement and the shares for services are related party transactions within the meaning of Multilateral Instrument 61-101. The Company is relying on the exemptions in sections 5.5(a) and 5.7(1)(a)of Multilateral Instrument 61-101 (the "Instrument") from the valuation and shareholder approval requirements of the Instrument in respect of the private placement and the shares for services, based on the fact that the fair market value of the transactions (as it concerns related parties) is not more than 25% of the market capitalization of the Company.

Performance Rights Exercise

Following approves at the December 10, 2024, shareholders meeting and the Company announces the exercise of 3,877,370 performance rights by certain directors, officers, and consultants. These performance rights were granted on February 17, 2022, and have now vested. The shares have been issued at a price of $0.13 per share, with the following breakdown:

  • Cameron McRae: 1,692,308 shares

  • Jonathan (Sam) Spring: 1,884,754 shares

  • John Holliday: 223,385 shares

  • Sam McRae: 76,923 shares

The Equity Incentive Plan ("EIP") is approved annually by shareholders and a key element of the Company's total compensation package to the board, senior management and eligible consultants that seeks to align interests to shareholders, reduce cash costs and increase the amount of cash invested in exploration.