VANCOUVER, BC – May 20, 2022
The TSX Venture Exchange has accepted for filing Kapa Capital Inc.’s qualifying transaction (QT), as principally described in the company’s filing statement dated May 12, 2022. The QT includes the following matters, all of which have been accepted by the exchange.
Qualifying Transaction Completed
Pursuant to an agreement dated Sept. 22, 2020, and further amended Feb. 28, 2022, April 25, 2022, and May 11, 2022, among the company and Quantus Resources Corp., a private company incorporated in British Columbia, the company has acquired 100 per cent of the issued and outstanding securities of Quantus.
Pursuant to the agreement, the company issued 49,697,473 common shares of the company to former Quantus shareholders. In addition, 750,000 common shares of the company were issued at closing of the QT in connection with the acquisition of the Blackhawk property.
For additional information, please refer to the company’s filing Statement, available under the company’s profile on SEDAR, as well as the company’s news releases dated Sept. 25, 2020, Feb. 14, 2022, May 16, 2022, and May 19, 2022.
In connection with the QT, Quantus completed a non-brokered financing pursuant to which $2,811,300 was raised in aggregate gross proceeds from the offering of 11,245,200 units at a price of 25 cents per unit.
Each offering unit comprises one common share and one-half common share purchase warrant, each whole warrant being exercisable at 40 cents per common share for a period of 24 months.
Name Change
Effective at the opening on Wednesday, May 25, 2022, the common shares of Kapa Gold Inc. will commence trading on the TSX Venture Exchange and the common shares of Kapa Capital will be delisted. The company is classified as a gold and silver ore mining company.
Capitalization: unlimited common shares with no par value, of which 55,560,744 common shares are issued and outstanding
Escrow: 5,613,187 common shares subject to Tier 2 value escrow
Transfer agent: Computershare Investor Services Inc.
Trading symbol: KAPA (new)
Cusip No.: 48555K 10 3 (new)
Effective at the open on Wednesday, May 25, 2022, the shares of the company will resume trading.
Qualified Person
George Nicholson, PGeo, Director, a qualified person under National Instrument 43-101, has reviewed, accepted responsibility therefore and approved the foregoing geotechnical disclosure.
Blackhawk Gold Mine
The Blackhawk was a past producing, high-grade gold underground Adit Mine and associated processing plant located in San Bernardino County, southeastern California, approximately 60 km northwest of Palm Springs, California. Access to the property from Palm Springs is by paved highway, well maintained gravel roads and then dirt roads and trails. The Blackhawk property consists of seven patented lode mineral claims and one patented mill site claim totalling 126 acres (51 hectares) and 179 contiguous Federal (Bureau of Land Management) lode mineral claims totalling 3,698 acres (1,497 hectares). Our exploration program is planning to follow two separate paths; the first is to conduct a project wide survey to examine the extensive mineralization toward uncovering the source of mineralizing event, and secondly to re-enter the underground workings to examine the historic mineralization.
About Kapa
Kapa Gold is exploring its 100% owned historic Blackhawk Gold Mine and surrounding underexplored properties for economic mineralization. Kapa is lead by seasoned capital markets and experienced geologic team focused on responsibly advancing the past producing, highgrade Blackhawk mine towards development thereby creating shareholder value.
To learn more, visit www.kapagold.com .
On behalf of the Board,
David K. Paxton
Kapa Gold Corp.
For More Information Contact:
Konstantine Tsakumis
kon@kapagold.com
604-961-9442
PRESS RELEASE ON PDF
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This news release contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding the perceived merit of the Company’s properties, including additional exploration potential of Blackhawk, potential quantity and/or grade of minerals, the potential size of the mineralized zone, metallurgical recoveries, the timing and results of permitting and the Company’s exploration and development plans in California and expectations on the potential extension of the expired mineral concessions and granting of new mineral concessions with respect to Blackhawk. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking
statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made, and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the price of gold, silver and copper; the accuracy of mineral resource estimations; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, risks relating to COVID-19, delays in or failure to receive access agreements or amended permits, risks inherent in the estimation of mineral resources; and risks associated with executing the Company’s objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company’s most recently filed management’s discussion and analysis, as well as its annual information form dated December 31, 2021, available on www.sedar.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.