Kobo Resources Inc. (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 Resources Inc.
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.
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