VANCOUVER – Kenadyr Metals Corp. [KEN-TSXV; KNDYF-OTC; KM0-FSE] entered into a binding arrangement agreement, dated December 29, 2022, to acquire all of the outstanding shares of Karus Gold Corp. by way of a plan of arrangement.
Karus Gold, a private company, controls a dominant 1,000 km2 of claims in in the prolific Cariboo Gold District of central British Columbia. The claims host 110 km of structural trend that is highly prospective for gold deposits. The flagship FG Gold project is being drilled to define a large-scale orogenic gold deposit while the majority of the trend remains under-explored and wide open for additional discoveries.
Under the terms of the agreement, Kenadyr’s outstanding common shares will be consolidated on a 1:10 basis and Karus shareholders will receive 0.43 post-consolidation Kenadyr share for each Karus share. Holders of Karus options, restricted share units and warrants will receive equivalent securities of Kenadyr adjusted in accordance with the exchange ratio. Securityholders of Karus are expected to receive an aggregate of approximately 39,091,346 Kenadyr shares, 1,483,500 Kenadyr options, 969,650 Kenadyr restricted share units and 609,560 Kenadyr warrants, on a post-consolidation basis.
Also, to settle approximately $500,000 of debt, accrued salary payments and third party payables, a total of one million post-consolidation Kenadyr shares will be issued, subject to TSX Venture Exchange approval.
In connection with the transaction, Kenadyr expects to complete a concurrent financing for gross proceeds of $2-million at an effective price of 50 cents per post-consolidation Kenadyr share.
In addition, in connection with the transaction, Kenadyr may complete a private placement of flow-through Kenadyr shares for additional gross proceeds of up to $3-million. Additional information on the terms of the financings will be disclosed once finalized.
Closing of the transaction, as contemplated by the agreement, is subject to a number of conditions and approvals, which include completion of the concurrent financing; approval by the respective shareholders of the parties, as required; court approval; and the approval of regulatory authorities including the TSX Venture Exchange.
Kenadyr Mining is a high-grade gold exploration and development company that has a strategic land package contained within a world class geological setting in the Kyrgyz Republic.