Kainantu Resources Ltd. (TSX-V: KRL) (FSE: 6J0) the Asia-Pacific focused gold mining company, is pleased to announce that it has closed the final tranche of its previously announced private placement financing of C$2.5 million, originally announced on October 19, 2022.

As previously announced, under the first tranche of the Offering, the Company has issued an aggregate of 15,635,790 units of the Company at a price of C$0.11 per Unit to raise gross proceeds of C$1,719,937. Each Unit is comprised of one common share of the Company and one common share purchase warrant, with each Warrant being exercisable for one Common Share at an exercise price of C$0.22 per Common Share at any time up to thirty-six months following the closing date of the Offering, with each Warrant being subject to acceleration in certain circumstances.

Under the final tranche of the Offering, the Company has issued an aggregate of 7,098,940 Units at a price of C$0.11 per Unit to raise gross proceeds of C$780,883.41. Each Unit is comprised of one Common Share and one Warrant, with each Warrant being exercisable for one Common Share at an exercise price of C$0.22 per Common Share at any time up to thirty-six (36) months following the closing date of the Offering, with each Warrant being subject to acceleration in certain circumstances.

The Common Shares and Warrants issued pursuant to the final tranche of the Offering, as well as the Common Shares issuable upon exercise of the Warrants, if any, are subject to a statutory hold period of four (4) months and a day ending on May 24, 2023, in accordance with applicable securities law.

Matthew Salthouse, CEO of KRL, commented:

“We are pleased to close the placement in the current market and believe this supports the operations and ongoing progression of the Company towards an initial drilling campaign. In addition, ongoing discussions with Harmony to progress with the Kili Teke acquisition shows the commitment of both parties to closing this acquisition.”

Use of Proceeds

The net proceeds from the final tranche of the Offering will be used to advance exploration programmes focusing on specific high-grade potential drilling targets at KRL North (adjacent to K92), KRL South (focusing on the Ontenu target) and May River (primarily at the Mountain Gate prospect).

Proceeds will also be used for general working capital purposes.

Finder’s Fees

No finders’ fees were incurred in the final tranche of the private placement.

Multilateral Instrument 61-101 – Related Party Transaction

Snowfields Wealth Management Limited is an insider of the Company as it is controlled by Geoffrey Lawrence, a non-executive director of the Company and holds 19.51% of the Common Shares of the Company on a partially diluted basis.

Snowfields participated in the final tranche of the Offering by purchasing 3,689,664 Units for an aggregate subscription price of C$405,863.05, and, accordingly, the Offering constitutes a “related party transaction” for the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval under MI 61-101 as the fair market value of Snowfields participation in the Offering does not exceed more than 25% of the market capitalization of the Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

Mr. Marcus Engelbrecht is an insider of the Company, as non-executive chairman of the Company and holds 0.44% of the Common Shares of the Company on a partially diluted basis.

Mr. Engelbrecht participated in the final tranche of the Offering by purchasing 181,820 Units for an aggregate subscription price of C$20,000.20, and, accordingly, the Offering constitutes a “related party transaction” for the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The Company will not file a material change report more than twenty-one days before the expected closing date of the Offering, as the Company wished to close the Offering as soon as practicable. A copy of the early warning reports to be filed by the Company in connection with the Offering will be available on SEDAR at www.sedar.com under the Company’s profile and may also be obtained by contacting the Company at info@krl.com.sg. This news release is issued under the early warning provisions of the Canadian securities legislation.

About Kainantu Resources (KRL)

Kainantu Resources  is an Asia-Pacific focused gold mining company with three highly prospective gold-copper projects, KRL South, KRL North and the May River Project. All projects are located in premier mining regions in PNG. Both KRL North and KRL South show potential to host high-grade epithermal and porphyry mineralisation, as seen elsewhere in the high-grade Kainantu Gold District. The May River project is in close proximity to the world-renowned Frieda River Copper-Gold Project, with historical drilling indicating the potential for significant copper-gold projects. KRL has a highly experienced board and management team with a proven track record of working together in the region; and an established in-country partner.  KRL has also executed an agreement to acquire the Kili Teke project in the western highlands of PNG.