Kivalliq Energy Amends Financing Terms and Proposes $11.7 Million Financing
March 23, 2011
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
March 23, 2011 Vancouver, British Columbia – Kivalliq Energy Corporation (TSXV:KIV) (“Kivalliq” or the “Company”) today announced that it has revised the terms of the financing previously announced on March 7, 2011. A syndicate of underwriters, led by Canaccord Genuity Corp. and including Raymond James Ltd., Dundee Securities Corp., Haywood Securities Inc. and Versant Partners Inc. (the “Underwriters”), are now proposing to sell 11,120,000 common shares of the Company issuable on a “flow-through” basis pursuant to the Income Tax Act (Canada) (the “Flow-Through Shares”) at a price of CAD$0.60 per Flow-Through Share to raise CAD$6,672,000, on a bought deal private placement basis (the “Underwritten Offering”). The Company has granted the Underwriters an over-allotment option, exercisable prior to the closing of the Underwritten Offering, to purchase up to 2,780,000 additional Flow-Through Shares at the issue price of the Offering, for additional proceeds of up to CAD$1,668,000 (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”).
In addition, the Company now plans to undertake a non-brokered private placement financing for up to 10,000,000 common shares at a price of CAD$0.50 per share (the “Non-Brokered Private Placement”) for gross proceeds of CAD$5,000,000. Insiders of the Company may participate in the Non-Brokered Private Placement and a portion of the Non-Brokered Private Placement may be subject to finders’ fees.
The Underwriters will receive a cash commission on the sale of the Flow-Through Shares equal to 6% of the gross proceeds raised and broker warrants (“Broker Warrants”) equal to 3% of the Offering. Each Broker Warrant shall be exercisable for one common share of the Company at a price of CAD$0.90 at any time up to 24 months after closing.
The Company intends to use the net proceeds of the Offering and the Non-Brokered Private Placement to explore and develop Kivalliq’s high-grade Lac Cinquante uranium deposit, located within the Angilak Property within Nunavut, Canada, and for general working capital purposes.
The date of Closing of the Underwritten Offering and the Non-Brokered Private Placement, have also been extended, and are now each anticipated to occur on or about March 30, 2011, subject to receipt of applicable regulatory approvals. The securities issued by Kivalliq in connection with the Offering and the Non-Brokered Private Placement are subject to a four month “hold period” as prescribed by the TSX Venture Exchange and applicable securities laws.
About Kivalliq Energy Corporation
Kivalliq Energy Corporation is a uranium exploration and development company, and the first company in Canada to sign a comprehensive agreement with the Inuit of Nunavut to explore for uranium on Inuit Owned Lands in Nunavut.
With an NI 43-101 compliant Inferred Mineral Resource of 810,000 tonnes grading 0.79% U3O8 , totaling 14.15 million lbs U3O8 (17.5 lbs U3O8/tonne) at a 0.2% U3O8 cut-off grade, the Lac Cinquante Deposit is Canada’s highest grade uranium deposit, outside of the Athabasca Basin. Kivalliq’s flagship project, the 225,000 acre Angilak Property in Nunavut, hosts the high-grade Lac Cinquante deposit, along with nine additional high priority target areas. Since acquiring the Angilak Property in 2008, the Company has invested approximately $12 million conducting systematic exploration.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Directors
James Paterson, CEO
Kivalliq Energy Corporation
For further information about, Kivalliq Energy Corporation or this news release, please visit our website at www.kivalliqenergy.com or contact Investor Relations at 1.888.331.2269 toll free, directly at 604.646.4527 or by email at firstname.lastname@example.org.
Kivalliq Energy Corporation is a member of the Discovery Group of companies, for more information on the group visit www.discoveryexp.com.
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.
Certain disclosures in this release, including management's assessment of plans and projects and intentions with respect to listings of securities, use of proceeds, future exploration programs and the completion of the financings, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Kivalliq's operations as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects. Readers are cautioned not to place undue reliance on forward-looking statements. Other than as required by applicable securities legislation, Kivalliq expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.