E36 Capital Corp. | TSXV: ETSC.P
Suite 1430, 800 West Pender Street Vancouver,
BC, V6C 2V6
For Immediate Release
KALO GOLD HOLDINGS CORP. TO COMMENCE TRADING ON THE TSX VENTURE EXCHANGE
- Completion of Concurrent Financing of $3,718,900
- Completion of Qualifying Transaction with Kalo Gold Corp.
- The Vatu Aurum Gold Project in Fiji, comprised of a 367 square km land package, containing a drill-stage target and a number of epithermal gold prospects
VANCOUVER, BC, CANADA, FEBRUARY 24, 2021, KALO GOLD HOLDINGS CORP. (formerly E36 Capital Corp.) (TSX.V: KALO) (“Kalo Holdings” or the “Company”), a discovery-driven company with high-grade opportunities in Fiji, is pleased to announce it has completed its Qualifying Transaction (as defined in the policies of the TSX Venture Exchange (the “TSXV”)) (the “Transaction”), pursuant to which it has acquired all of the outstanding securities of Kalo Gold Corp. (“Kalo”). The Company expects to resume trading as a Tier 2 Mining Issuer on the TSXV under the symbol “KALO” at market open on or about Monday, March 1, 2021.
In connection with the closing of the Transaction (the “Closing”), the Company:
- changed its name from E36 Capital Corp. to Kalo Gold Holdings Corp.;
- completed a private placement of common shares of the Company (each, a “Share”) for aggregate gross proceeds of $3,718,900;
- appointed Fred Tejada, Kevin Ma, Michael Nesbitt, David Whittle and Cam Grundstrom as directors, and Fred Tejada, Kevin Ma, and Alex Tong as officers of the Company; and
- created an Advisory Committee and appointed David Medilek, Alastair Still, and Russell Fountain as Special Advisors of the Company.
all as further described in this news release and in the Company’s filing statement dated February 9, 2021 (the “Filing Statement”) with respect to the Transaction.
Vatu Aurum Gold Project, Fiji
The Vatu Aurum Gold Project is located in Fiji, along the mineral-rich Pacific Ring of Fire. Kalo is working towards a district-scale high-grade gold discovery. With the $3.7 million concurrent financing, Kalo is well funded to carry out an initial drilling program strategically targeted to:
- confirm high-grade mineralization that contains an inferred historical resource;
- conduct an expanded soil sampling program and a geophysical survey (IP) over a 2.5 km zone to define the extensions of the known mineralization; and
- confirm the presence of other drill targets along the 2.5 km long mineralized potential zone.
The Kalo exploration team has been on the ground since last December conducting soil sampling, geological mapping, core review and mapping, in addition to completing two drill holes in the main target area in anticipation of an intensive exploration program within the next month. The results of the recent work is pending and it is expected that assay results will be available by the end of March.
Closing of Qualifying Transaction
In connection with the Closing, the Company’s wholly-owned subsidiary amalgamated with Kalo under the provisions of the Business Corporations Act (British Columbia), with the amalgamated company being named “Kalo Gold Corp.” and now being a wholly-owned subsidiary of the Company. The Company issued one Share to each former shareholder of Kalo, on a one for one basis. After giving effect to the completion of the Transaction there are 53,758,075 Shares issued and outstanding (on an undiluted basis), with approximately 26% of the Shares (on an undiluted basis) held by insiders. Certain Shares issued in connection with the Transaction are subject to escrow requirements, seed share resale restrictions or contractual lock-up restrictions, as applicable, as more particularly detailed in the Filing Statement in the section entitled “Information Concerning the Resulting Issuer – Escrowed Securities“.
New Board of Directors, Management Team and Special Advisors
In connection with the Closing, the Company welcomes a new board of directors and management team. The Company will be led by Fred Tejada, who has been appointed Chief Executive Officer, and Kevin Ma, who has been appointed as President. In addition, Fred Tejada, Kevin Ma, Michael Nesbitt, David Whittle and Cam Grundstrom have been appointed as new directors of the Company. Alex Tong has been appointed Chief Financial Officer and Corporate Secretary.
The Company has also established an advisory committee and has appointed David Medilek, Alastair Still and Russell Fountain as Special Advisors of the Company.
Brief descriptions of the experience of new directors, officers and special advisors of the Company are provided below.
Fred Tejada, P. Geo Chief Executive Officer and Director
Mr. Tejada is a seasoned executive and professional geologist, registered in British Columbia, with over 35 years of international mineral industry experience and a proven record of working with both major/junior mining and exploration-focused organizations. He has significant experience in porphyry copper and epithermal gold exploration. Mr. Tejada was country manager of Phelps Dodge Exploration Corp. in the Philippines and previously served as vice-president of exploration at Panoro Minerals Ltd., where he directed the resource definition drilling of two major copper projects in Peru. He was also previously involved in the exploration of the Trend and Belcourt Saxon coal projects in northeastern British Columbia. He was vice-president of operations and exploration at Tirex Resources Ltd. (now European Electric Metals Inc.), before transitioning to chief executive officer of the company. Mr. Tejada is a director of several junior mining companies, including MegumaGold Corp., Westminster Resources Ltd., and Major Precious Metals Corp., all of which are based in Vancouver, B.C.
Kevin Ma, CPA, CA, President and Director
Mr. Ma was a Director and the Chief Executive Officer of E36 Capital. He is also a partner at Calibre Capital Corp., a private merchant bank and advisory firm that provides corporate finance, strategic gopublic and management advisory services to public and private companies. Most recently, Mr. Ma advised and executed First Cobalt Corp.’s $103-million three-way merger with Cobalt One Ltd. and Cobaltech Inc., and a $93-million acquisition of U.S. Cobalt Inc. He has been involved in over $200-million in corporate financing transactions. Mr. Ma was the director of finance at Alexco Resource Corp. and was integral in the new development and operations of the Bellekeno silver mine in the Yukon. Mr. Ma has over 15 years of experience in: corporate finance; mergers and acquisitions; senior executive advisory; and working with Toronto Stock Exchange-listed and New York Stock Exchange-listed companies. Mr. Ma is currently serving several public and private companies as an executive officer and director. He is a chartered accountant certified by the Institute of Chartered Professional Accountants of British Columbia. Mr. Ma will be responsible for matters related to corporate finance, capital markets and corporate development for Kalo Gold.
Michael Nesbitt Senior In-Country Manager and Director
Michael Nesbitt, a co-founder of Kalo, has been conducting mineral exploration for over 10 years at projects in Vanuatu, Fiji, Palau, Tonga and Guinea (Conakry). He has been active on the ground in Fiji since the beginning of the exploration of the Vatu Aurum gold project and has established key relationships with landowners and government in the area. Mr. Nesbitt holds a BSc in economics (with a minor in Spanish) from the University of Victoria. Mr. Nesbitt will continue to act as the in-country senior manager of Kalo in Fiji.
Alex Tong, CPA, CA Chief Financial Officer and Corporate Secretary
Mr. Tong has over 15 years of experience in financial roles for mining companies operating in both North America and Africa. He was most recently the director of finance for diamond producer Lucara Diamond Corp. Prior to Lucara, Mr. Tong held senior finance roles at public resource development companies, including Energy Metals and NovaGold, where he was responsible for achieving operational performance and leading mergers and acquisitions, while also being involved with various financing initiatives. Mr. Tong is a chartered professional accountant and holds a bachelor of business administration degree from Simon Fraser University. He is a co-founder of Calibre Capital, a full-service merchant bank providing financial services, leading stock exchange listings and managing all aspects of businesses for its clients to achieve commercial success.
David Whittle, CPA, CA Director
Mr. Whittle is a chartered professional accountant with over 25 years of senior executive experience in the mining industry, where he has been responsible for: strategic planning initiatives; operations; and all aspects of corporate and financial management and administration. He was formerly the chief financial officer at Alexco Resource, where the team developed and operated a high-grade silver mine in the Keno Hill silver district in the Yukon. More recently, Mr. Whittle served as an independent director of Alio Gold Inc., which was acquired by Argonaut Gold Inc., where he also served as chair of its audit committee. He also served as an independent director of Mountain Province Diamonds Inc., including acting as audit committee chair and lead outside director for much of his tenure. Mr. Whittle additionally served as chief executive officer of Mountain Province, leading the company through a chief executive officer transition and the $330million (U.S.) refinancing of its senior debt facility, then resuming his role as an independent director. He is currently a director of Viva Gold Corp. and Treasury Metals Inc. Mr. Whittle holds a BComm (finance) degree from the University of British Columbia
Cam Grundstrom Director
Cam Grundstrom, a co-founder of Kalo, started his career in mining by working underground in small lead/zinc/silver mines. He went on to earn his mining engineering degree from the Montana College of Mineral Science and Technology. Mr. Grundstrom has since worked at Placer Dome (Papua New Guinea), BHP, Ekati, Island Copper, OK Tedi and Suncor. In 2000, he and his Kalo co-founders identified Fiji as a solid jurisdiction for mineral exploration and conducted reviews of the top 10 prospective areas of Fiji, securing the current Kalo licences in 2009.
David Medilek, P. Eng., CFA Special Adviser
Mr. Medilek is a mining professional with over 13 years of mining, capital market, corporate strategy and technical experience. In addition to serving as vice-president, business development and investor relations, of gold producer K92 Mining Inc., Mr. Medilek is a director of Minaurum Gold Inc. and Northern Superior Resources Inc. Prior to joining K92, he was an equity research analyst at Macquarie Group Ltd., covering precious-metal-mining companies. Mr. Medilek was previously a mining investment banker with Cormark Securities Inc. for over four years, gaining extensive capital-raising and M&A experience. He began his career as a mining engineer, with a focus on underground mining, spending over four years at Barrick Gold Corp. in Western Australia. Mr. Medilek holds a bachelor of applied science degree in mine engineering (with distinction) from the University of British Columbia and a professional engineer designation in the province of British Columbia. He is also a CFA charter holder.
Alastair Still, MSc Special Adviser
Alastair Still, Executive Vice-President and Chief Development Officer of GoldMining Inc., is an experienced mining industry professional with over 25 years of experience working for major gold miners such as Newmont, Goldcorp, Placer Dome, Agnico Eagle and Kinross Gold. He has worked within Canada and internationally in a variety of leadership roles including corporate and project development, and mine operations. Mr. Still spent ten years in corporate development and most recently served as Director, Corporate Development with Newmont Corporation (formerly Goldcorp). Mr. Still graduated with a Bachelor of Science (First Class, Honours) from the University of New Brunswick and a Master of Science (structural geology) from Queen’s University.
Dr. Russell Fountain, PhD Special Adviser
Dr. Fountain is the principal and founder of Exsolutions Pty. Ltd., a mineral exploration consultancy firm based in Sydney, Australia, specializing in gold and base metals, which he founded 20 years ago. He has served on the boards of several publicly listed mineral resource companies. He was formerly the president of Phelps Dodge Exploration Corp., which is based in Phoenix, Ariz., United States. Most recently, Dr. Fountain was the chairman and a director of Geopacific Resources Ltd., an Australian Securities Exchangelisted public company that, at one stage, held the largest mining concessions in Fiji, holding five copper/gold projects, including the Raki-Raki and Faddy projects. Dr. Fountain holds a doctor of philosophy degree in economic geology from the University of Sydney.
Manny Padda has resigned as a director of the Company and the Company thanks him for his service in bringing the Company to completion of its Qualifying Transaction.
Closing of Concurrent Financing
Immediately prior to the Closing, the Company completed a non-brokered private placement pursuant to which it sold an aggregate of 18,594,500 Shares at a deemed price of $0.20 (the “Issue Price“) for gross proceeds of $3,718,900 (the “Concurrent Financing”). The Concurrent Financing as previously announced was to consist of the issuance of Shares at the Issue Price for gross proceeds of $3,220,000. Due to overwhelming demand, the Company was able to sell additional shares for increased gross proceeds of $3,718,900.
In connection with the Concurrent Financing, the Company paid a cash commission of an aggregate of $114,134 to PI Financial Corp., Leede Jones Gable, Echelon Wealth Partners, Haywood Securities Inc., and Canaccord Genuity Corp. for introducing certain placees in connection with the Concurrent Financing
The proceeds of the Concurrent Financings will primarily be used for expenditures relating to the Company’s proposed Phase 1 exploration program which commenced on December 7, 2020, and general working capital purposes.
All securities issued in connection with the Concurrent Financings (including, for greater certainty, the Shares), are subject to a statutory hold period of four months and one day expiring on June 24, 2021, and such other hold periods as required under applicable securities laws.
In connection with the Closing, the Company issued an aggregate of 1,535,000 Shares at a deemed price of $0.20 per share to Lambeth Consulting Inc., an arms’-length third party, pursuant to a finder’s fee agreement dated November 4, 2020, as amended on January 22, 2021.
Grant of Stock Options
In connection with the Closing, the Company also granted an aggregate of 3,620,000 stock options as further described in the Filing Statement.
Through Delta Mining Ltd. (“Delta“), Michael Nesbitt (“Nesbitt“), a director of the Company, has acquired control or direction over 10,625,000 Shares of the Company, representing approximately 19.8% of the Shares of the Company on a non-diluted basis, at a deemed price of $0.20 per Share, for total deemed consideration of $2,125,000, pursuant to the exchange of Kalo shares for Shares of the Company. Immediately prior to the Closing, Nesbitt did not have control or direction or ownership of any securities of the Company. Nesbitt also acquired ownership of 500,000 stock options exercisable into 500,000 Shares. Upon the exercise of the stock options in full, Nesbitt would have control or direction and ownership of a total of 11,125,000 Shares of the Company, or approximately 20.7% of the Issuer’s issued and outstanding share capital.
Nesbitt or Delta, may acquire additional securities or dispose of existing securities on the basis of Nesbitt’s assessment of market conditions and in compliance with applicable securities regulatory requirements. A copy of the early warning report filed by Nesbitt in connection with the above is available on the SEDAR website at www.sedar.com or by contacting the Company at the information provided below.
About Kalo Gold Holdings Corp.
Kalo Gold Holdings Corp. is a mineral exploration company focused on the Vatu Aurum gold project on Fiji’s north island — Vanua Levu. Kalo holds two mineral exploration licenses covering over 36,700 hectares of land and on trend with many of the largest gold deposits in the world within the Southwest Pacific Ring of Fire.
The technical information in this news release was reviewed by Fred Tejada, P. Geo, a qualified person as defined by NI 43-101, and a director and officer of Kalo Holdings.
On behalf of Kalo Gold Holdings Corp.
Chief Executive Officer and Director
For more information contact, please contact Kevin Ma, CPA, CA, President and Director, at firstname.lastname@example.org or +1 (604) 363-0411.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Forward Looking Statements Disclaimer
Certain statements in this release are forward-looking statements, which are statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to the Concurrent Financing, the funds available to the Company on completion of the Transaction and the proposed use of such funds, and the intention of Kalo to continue its Phase 1 exploration program as proposed. Forwardlooking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements, other than statements of historical fact, included in this release, including statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company pursuant to applicable Canadian securities laws.
The reader is cautioned that assumptions used in the preparation of any forward-looking statements herein may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.