Kiboko Announces Proposed Share Consolidation and Private Placement
Not for Distribution to
Prior to giving effect to the proposed Consolidation, the Company has 44,137,093 pre-Consolidation Common Shares issued and outstanding. Following the Consolidation, the Company will have approximately 4,413,709 post-Consolidation Common Shares issued and outstanding. No fractional Common Shares will be issued upon the Consolidation. In the event a holder of Common Shares would otherwise be entitled to receive a fractional Common Share in connection with the Consolidation, the number of Common Shares to be received by such shareholder will be rounded down to the next whole number and no cash consideration will be paid in respect of fractional shares.
In connection with the proposed Consolidation, the Company intends to complete a non-brokered private placement (the “Private Placement”) of up to 10,000,000 units of the Company (“Units”) at a price of
Kiboko may pay finders' fees in connection with the Private Placement in accordance with the policies of the
All post-Consolidation Common Shares and Warrants issuable in connection with the Private Placement will be subject to a hold period of four months and a day in accordance with applicable Canadian securities laws. Completion of the Consolidation is subject to the approval of the Company’s shareholders and the
Subject to receipt of all required approvals, the Company will announce the record date and the effective date of the Consolidation in a subsequent news release.
A letter of transmittal will be mailed to registered shareholders providing instructions with respect to surrendering share certificates representing pre-Consolidation Common Shares in exchange for post-Consolidation Common Shares issued as a result of the proposed Consolidation. Until surrendered, each certificate representing pre-Consolidation Common Shares will be deemed to represent the number of post-Consolidation Common Shares the holder received as a result of the Consolidation. Shareholders who hold their Common Shares in brokerage accounts or in book-entry form are not required to take any action. Outstanding securities convertible or exercisable into Common Shares will also be adjusted by the Consolidation ratio, and the exercise price of such securities will be adjusted accordingly.
Additional information about Kiboko can be found on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.kibokogold.com.
About
Kiboko is a Canadian-based exploration company focussed on advancing its
Neither the
Forward Looking Statements
This news release includes certain “forward-looking statements” which are not comprised of historical facts. Forward looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition, belief, estimate or opinion, or result to occur. Forward looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “interpreted”, “pending”, “suggests”, “preliminary”, “estimates”, “confident”, “may”, “aims”, “targets”, “could”, “would”, “will”, or “plans” and similar expressions, or that events or conditions “will, “would”, “may”, “can”, “could” or “should” occur, or are those statements, which, by their nature, refer to future events. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based upon information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward looking information.
Forward looking information in this news release may include, references to potential management changes, board composition, strategic reviews, the proposed capital consolidation, financings, or limited ongoing corporate or project activities. These statements reflect current expectations based upon information available to management as of the date hereof and are subject to a number of known and unknown risks, uncertainties, and assumptions. Given the Company’s current stage and limited operational activity, there can be no assurance that any forward-looking statement will prove accurate, or that future developments will occur in the manner or timeframe anticipated. Actual results and developments may differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, among others, limited financial resources, potential inability to secure additional financing, market conditions, limited exploration activity, regulatory risks, commodity price fluctuations, and other risks described in the Company’s public filings on SEDAR+ (www.sedarplus.ca). Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable securities laws.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250930262514/en/
For further information, please contact:
Director and interim President & CEO
cwilliams@kibokogold.com
+1 (778) 381-5949 x 6
Director and Chairman
jlink@kibokogold.com
+1 (778) 381-5949 x 1
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