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Kore Mining Ltd V.KORE

Alternate Symbol(s):  KOREF

"Kore Mining Ltd, formerly Eureka Resources Inc offers exposure to precious metals exploration and development in North America."


TSXV:KORE - Post by User

Bullboard Posts
Post by GenHandgrenadeon Oct 24, 2018 1:42pm
52 Views
Post# 28865083

News

NewsEUREKA COMPLETES PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS Vancouver, British Columbia, October 22, 2018 Eureka Resources, Inc. (Eureka or the Company) is pleased to announce that the Company has closed its previously announced brokered private placement offering of subscription receipts (each, a Subscription Receipt) pursuant to which the Company issued an aggregate of 39,000,000 Subscription Receipts at a price of $0.05 per Subscription Receipt for gross proceeds of $1,950,000 (the Offering), which, when combined with funds advanced to the Company by Kore Mining Inc. (Kore), will result in an aggregate of $2,200,000 being available to the Company upon completion of the previously announced reverse takeover of the Company by Kore (the Transaction), as further described below. PI Financial Corp. (the Agent) acted as agent for the Offering. The Offering is the concurrent financing in connection with the Transaction. As previously announced, prior to the completion of the Transaction, Eureka expects to complete a consolidation of its outstanding common shares (each, a Share) pursuant to which it will issue one postconsolidation Share for each ten preconsolidation Shares (the Consolidation). The number of units of the Company (each, a Unit) underlying the Subscription Receipts will be adjusted to reflect the Consolidation, such that it is expected that an aggregate of 4,400,000 Units will be issued on conversion of the Subscription Receipts and Debentures (as defined below) at a deemed issuance price of $0.50 per Unit. The gross proceeds of the Offering (the Escrowed Funds) have been deposited into escrow with Computershare Trust Company of Canada as escrow agent (the Escrow Agent), pursuant to the terms of a subscription receipt agreement dated October 22, 2018 (the Subscription Receipt Agreement) among the Company, the Escrow Agent and the Agent, pending satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), which include that all conditions precedent to the closing of the Transaction, other than the filing of articles of amalgamation, be satisfied or waived. Upon the satisfaction or waiver of the Escrow Release Conditions, each Subscription Receipt will automatically convert, for no additional consideration, into one Unit (on a postConsolidation basis), provided that the Escrow Release Conditions are satisfied prior to November 1, 2018 (or such later date as may be agreed to by Eureka, Kore and the Agent) (in any case, the Outside Date), and provided that the Transaction has not otherwise been terminated. Each Unit will consist of one Share and onehalf of one common share purchase warrant (with each whole warrant being, a Warrant). Each Warrant will entitle the holder to acquire one Share for a period of 24 months from the date of issuance thereof at a price of $0.75 per Share on a postConsolidation basis. Expiry of the Warrants will be subject to acceleration if, following the issuance of the Warrants, the closing price of the Shares on the TSX Venture Exchange (the TSXV), or such other Canadian stock exchange on which the Shares are then principally traded, equals or exceeds $1.00 per Share, on a postConsolidation basis, for a period of ten consecutive trading days. In that case, the Company may accelerate the expiry date of the Warrants to 30 calendar days from the date notice is given by the Company, by way of dissemination of a news release, to the holders of the Warrants. The Escrowed Funds are being held in escrow pending satisfaction of the Escrow Release Conditions at which point the net proceeds will be delivered by the Escrow Agent to the Company. If the Escrow Release Conditions are not satisfied by the Outside Date, the Escrowed Funds will be returned to the subscribers. 2 In connection with the Offering, the Company has agreed to: (i) pay the Agent a cash commission equal to 7% of: (a) the aggregate gross proceeds of the Subscription Receipts sold pursuant to the Offering, and (b) the aggregate gross proceeds from the sale of the Debentures, and (ii) issue the Agent warrants, each of which will entitle the holder to acquire one Unit (on a postConsolidation basis) at a price of $0.50 per Unit, as is equal to 7% of: (a) the total number of Subscription Receipts sold under the Offering, and (b) the total number of Units to be issued on conversion of the Debentures, for a period of 24 months from the date of issuance. The Agent was reimbursed for its reasonable expenses in connection with the Offering. All securities issued in connection with the Offering (including the Units and underlying Shares and Warrants), are subject to a statutory hold period of four months and one day, and such other hold periods as are required under applicable securities laws. Concurrent Private Placement by Kore Kore has completed a private placement of convertible debentures (each, a Debenture) in the aggregate principal amount of $250,000 that, in accordance with their terms, will convert into Units concurrently with the conversion of the Subscription Receipts, on the basis of one Unit for each $0.50 principal amount. The proceeds of the offering of the Debentures have been advanced by Kore to the Company. About Eureka Eureka is a mineral exploration company based in Vancouver, British Columbia. British Columbia, Canada Eurekas 100% owned FG Gold property is an advancedstage gold project located in the Cariboo Mining Division. Historical exploration has established a Measured and Indicated (376,000 ounces) gold resource at an average grade of 0.776 g/t gold, using a cutoff grade of 0.5 g/t, and an Inferred gold resource (634,900 ounces) at an average grade of 0.718 g/t gold, using a cutoff grade of 0.5 g/t. Details of the gold resource can be found in NI 43 101 Technical Report, Frasergold Exploration Project, Cariboo Mining Division, dated July 27, 2015 available under the Companys profile on SEDAR or on the Companys website. Eureka has a 100% interest in the Gold Creek property located in the Cariboo Mining Division. Gold Creek is a grassroots gold project neighbouring, and with similar geology to the Spanish Mountain deposit owned by Spanish Mountain Gold Ltd. Yukon Territory, Canada Eurekas 100% owned Luxor property consists of three noncontiguous claim blocks totalling 360 mining claims. Luxor is located in the Dawson Range Gold Belt, a district of major porphyry, breccia and vein occurrences. Eurekas 100% owned TAK property is also located in the Dawson Range Gold Belt and consists of 82 mining claims. Neighbouring projects include Goldcorps Coffee project and White Golds White Gold project. Nevada, USA Eureka owns a 50% interest in the Gemini lithium brine project located approximately 40 kilometres (26 miles) south of North Americas only producing lithium mine at Silver Peak, Nevada. Technical information with respect to Eureka contained in this news release has been reviewed and approved by Kristian Whitehead, P.Geo., the Companys designated Qualified Person within the meaning of National
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