Kingman Announces Completion of Shares for Debt
Vancouver, B.C. (October 13, 2023) Kingman Minerals Ltd. (“Kingman” or the “Company”) (TSX.V: KGS, FSE: 47A1, OTCQB: KGSSF) announces that it has settled and extinguished $336,725 of outstanding debt (the “Debt”) through the issuance of common shares of the Company (the “Shares”). In accordance with the settlement of the Debt (the “Debt Settlement”), the Company issued 3,367,250 Common Shares at a deemed price of $0.10 per Share. The Company is advised that $120,000 of the Debt was previously assigned to certain third-parties for aggregate consideration of $96,000 (or $0.08 per share).
The Company chose to settle and extinguish the Debt through the issuance of Shares to preserve cash and improve the Company’s balance sheet. The Debt Settlement has been approved by the TSX Venture Exchange. The Shares issued pursuant to the Debt Settlement are subject to a four month hold period, which will expire on February 13, 2024.
The Debt Settlement involved the issuance of an aggregate of 967,250 Shares to certain officers of the Company (collectively, the “Related Parties”). An aggregate of 600,000 Shares have been issued to the Company's Chairman representing $60,000 in extinguishment of the partial debt owing to him through a holding company he controls and directs for services rendered in his capacity as Chairman. A further 367,250 Shares have been issued to the Company’s President representing $36,725 in extinguishment of the debt owing to him through a holding company he controls and directs for services rendered in his capacity as a geological consultant for the Company.
The Debt Settlement involving the Related Parties constitutes a "related party transaction" under Multilateral Instrument 61- 101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61- 101, respectively, as the fair market value of the subject of, and the consideration paid in the Debt Settlement, in relation to the interested parties, does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The participation by the Related Parties in the Debt Settlement has been approved by directors of the Company who are independent in connection with such transactions.
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 development 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 transactions 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.