Kismet announces TSXV conditional acceptance and filing of Filing Statement for its QT
Vancouver, December 2nd, 2020
Kismet Resources Corp. has received conditional acceptance from the TSX Venture Exchange to close its previously announced acquisition of TDG Gold Corp. by way of a three-cornered amalgamation among the company, TDG and a wholly owned subsidiary of the company, as more particularly described in the company’s press releases dated July 29, 2020, and Oct. 5, 2020. The transaction will constitute the company’s qualifying transaction pursuant to the policies of the exchange.
Kismet and TDG anticipate closing the transaction on or about Dec. 11, 2020. Immediately prior to the completion of the transaction, the outstanding common shares of Kismet will be consolidated on the basis of one postconsolidation common share for every two preconsolidation common shares, and Kismet will change its name to TDG Gold Corp.
In connection with the transaction, the company has filed on SEDAR its filing statement dated Nov. 27, 2020, and a National Instrument 43-101 technical report on the Baker-Shasta-Oxide Peak property, Omineca mining division, British Columbia, Canada, published for TDG and Kismet dated effective Oct. 18, 2020, by SGDS-HIVE Geological. Investors are encouraged to review the filing statement on SEDAR, which provides detailed information about the transaction, the resulting issuer, the company and TDG, including the audited consolidated financial statements of TDG for the years ended July 31, 2020, and 2019 which reflect that, as at July 31, 2020, TDG had a net loss for the year of $342,949 and total assets of $1,920,409. The filing statement also describes the concurrent financing to be completed by Kismet in connection with the transaction pursuant to which Kismet intends to complete a private placement equity financing to raise gross proceeds of a minimum of $4-million and a maximum of up to $5-million through the issuance of up to 6,666,666 non-flow-through units at a price of 30 cents per non-flow-through unit and up to 7,058,823 flow-through units at a price of 42.5 cents per flow-through unit. Each non-flow-through unit will consist of one resulting issuer share and one-half of one resulting issuer share purchase warrant. Each flow-through unit will consist of one resulting issuer share that will qualify as a flow-through share under the Income Tax Act and one-half of one resulting issuer warrant. Each resulting issuer warrant will be exercisable by the holder thereof to acquire one resulting issuer share at an exercise price of 45 cents for a period of three years from issuance. Finders’ fees will be payable in non-flow-through units to certain finders equal to up to 6 per cent of the number of flow-through units and non-flow-through units sold to subscribers brought to the concurrent financing by such finders.
Upon the closing of the transaction, the board of directors and management of the resulting issuer will consist of the following individuals:
Dr. Fletcher Morgan — chief executive officer and director
Dr. Morgan has been the chief compliance officer and ultimate designated person of Elemental Capital Partnership LLP since May, 2015, and prior to that a management consultant from July, 2009, to April, 2015. Dr. Morgan is currently chair and director of QuestEx Gold & Copper Ltd. and chair and director of Roughrider Exploration Ltd. Dr. Morgan holds a master of arts (honours) degree in natural sciences from Cambridge University, United Kingdom, and a veterinary medical degree also from Cambridge University.
Andrew French — chair and director
Mr. French is a geologist and senior mining fund analyst with 26 years of international mining resource fund experience, including Sun Valley Gold LLC., Gold 2000 Ltd. and Konwave Gold Equity Fund. Mr. French gained over 10 years of experience as an exploration geologist for several mining companies searching for precious and base metals, diamonds and industrial minerals. He has been the president of Welesmere Management Ltd. since 2010. Mr. French is a professional geologist (PGeo) and holds an MSc degree in mineral exploration from the Royal School of Mines, Imperial College, London, United Kingdom.
Dan O’Brien — chief financial officer
Mr. O’Brien is a member of the Institute of Chartered Professional Accountants of British Columbia. Mr. O’Brien is also chief financial officer for a number of publicly listed exploration companies trading on the Toronto Stock Exchange and the exchange. Mr. O’Brien was previously a senior manager at a leading Canadian accounting firm where he specialized in the audit of public companies in the mining and resource sector.
Duncan McBean, PGeo — vice-president of exploration
Mr. McBean is a geologist with 30 years of experience working in mineral exploration managing projects from early stage to feasibility level and production. Mr. McBean has prior exploration experience in British Columbia and has managed gold projects throughout Canada and Mexico, most recently as senior project manager for Yamana Gold Ltd. in Manitoba.
Doris Meyer — corporate secretary
Ms. Meyer is a corporate secretary and a past member of the Institute of Chartered Professional Accountants of British Columbia. Ms. Meyer is also corporate secretary for a number of publicly listed exploration companies trading on the Toronto Stock Exchange and the exchange.
John-Paul Dau — director
Mr. Dau was a co-founder of Angkor Gold Corp., an exchange-listed project generator, in 2011 and president until 2019. Under his tenure as president, Angkor Gold acquired and developed numerous assets in Asia. Mr. Dau brings an extensive background in project management, business development and fundraising, accomplished by early career involvement in the venture capital sector. Since August, 2019, he has been president of Vanguard Properties Inc. From July, 2008, to June, 2011, he was the country manager of Prairie Pacific Mining Corp.
Terence Harbort — director
Mr. Harbort has been the president, chief executive officer and a director of Talisker Resources Ltd. since April, 2019. He is a recognized senior member of the discovery team of AngloGold’s Ashanti’s La Colosa and Gramalote deposits. Mr. Harbort is a specialist in mapping and interpretation of ore geometries and ore controls covering various types of geological environments with direct applications to mineral economics from target generation, target definition and evaluation, and project management. He is the co-founder and vice-president, exploration, of Talisker Exploration Services Inc. and current director and vice-president, corporate development, Sable Resources Ltd., and former chief geoscientist, Barkerville Gold Mines Ltd. Mr. Harbort holds a PhD in structural geology and tectonics.
Evandra Nakano — director
Ms. Nakano has more than a decade of international mineral exploration and mining industry experience. She is the founder, director and chief executive officer of Infield Minerals Corp., a mineral exploration company with focus in Nevada. She is also a co-founder of Kismet. From 2010 to 2014, Ms. Nakano was a technical team member of B2Gold Corp., where she participated in the evaluation of several major acquisitions. Ms. Nakano holds a bachelor of science (honours geology) from the University of British Columbia (UBC) and a master of business administration (finance) from Sauder School of Business, UBC.
About the company
The company is a capital pool company within the meaning of the policies of the exchange that has not commenced commercial operations and has no assets other than cash. The current directors and officers of the company are: Evandra Nakano (CEO, CFO, corporate secretary and director), Shervin Teymouri (director) and David Hladky (director). Except as specifically contemplated in the CPC policies of the TSX-V, until the completion of its qualifying transaction (as defined therein), the company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this news release.
We seek Safe Harbor.