Kingman Announces Closing of Non-Brokered Private Placement
Vancouver, B.C. (April 13, 2023) Kingman Minerals Ltd. ("Kingman" or the "Company") (TSX.V: KGS, FSE: 47A1, OTCQB: KGSSF) is pleased to announce that it has closed a non-brokered private placement offering (the "Private Placement") through the sale of 2,300,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $230,000. Each Unit is comprised of one (1) common share (each a "Share") of the Company and one (1) share purchase warrant (each a "Warrant") entitling the holder to purchase one (1) additional Share at a price of $0.12 for period of 5 years. No finder's fees were paid, and all securities issued under the Private Placement are subject to a statutory hold period until August 14, 2023.
Proceeds from the Private Placement will be used for working capital purposes.
Insiders subscribed for a total of 200,000 Units for gross proceeds of $20,000. The issuance of 200,000 Units to insiders is considered a related party transaction subject to Multilateral Instru- ment 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the partici- pation in the Private Placement by the insiders does not exceed 25% of the fair market value of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details of the participation of insiders had not been confirmed at that time.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Se- curities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of any offer to buy securities in the United States, nor in any other juris- diction.
About Kingman
Kingman Minerals Ltd. is currently engaged in the business of precious metal mineral exploration for the purpose of acquiring and advancing non grass roots mineral properties located in mining friendly jurisdictions of North America. The Mohave Project (the “Project”) is located in the Music
Mountains in Mohave County, Arizona and is comprised of 71 lode claims which are inclusive of the past producing Rosebud Mine (the “Rosebud”). High-grade gold and silver veins were discovered in the area in the 1880’s and were mined mainly in the late 20’s and 30’s. Underground develop- ment on the Rosebud property included a 400-foot shaft and approximately 2,500 feet of drifts, raises and crosscuts.
For further information please contact:
Arthur Brown, Chairman and Director
(778) 319-2261
www.kingmanminerals.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that 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 includes statements regarding, among other things, the completion trans- actions completed in the Agreement. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, regulatory approval processes. Although Kingman believes that the assumptions used in preparing the forward-looking information in this news release are reasonable, including that all necessary regulatory approvals will be obtained in a timely manner, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Kingman disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.