VANCOUVER,
Oct. 3, 2013 /CNW/ - Kombat Copper
Inc. ("Kombat" or the "Company") (TSX.V: KBT) announces that
further to its news release dated July 29,
2013 announcing a proposed unit private placement (the
"Offering"), the Offering is expected to result in a change of
control under the policies of the TSX Venture Exchange (the
"Exchange") and the Company is required to obtain disinterested
shareholder approval of the Offering. As such, the Company has
amended the terms of the Offering to provide for the issue of
subscription receipts ("Subscription Receipts") in order to permit
the Offering to be completed in escrow subject to obtaining
requisite shareholder approval.
Pursuant to the Offering, the Company proposes
to issue and sell by private placement up to 30,000,00 Subscription
Receipts at a price of $0.10 per
Subscription Receipt for gross proceeds of up to $3,000,000. Each Subscription Receipt will
be automatically exercisable into one unit (a "Unit") upon the
satisfaction of certain escrow release conditions, which shall
include: (i) shareholder approval of each of the director nominees
to be set out in the management information circular of the
Company, being Scott Kelly,
Mike Hoffman, Charles Mostert, Bill
Nielsen and Duane Parnham,
(ii) shareholder approval of the creation of a new control person
in connection with the exercise of the Subscription Receipts, and
(iii) receipt of confirmation from the Exchange of its final
acceptance of the Offering.
Each Unit will be comprised of one common share
(a "Share") and one warrant (a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one additional Share (a
"Warrant Share") at a price of $0.20
per Warrant Share for a period of three years from the date of
closing of the Offering. The Warrants if at any time after four
months and one day from the closing date, the Shares trade at
$0.30 per share or higher on the
Exchange (on a volume weighted adjusted basis) for a period of 30
consecutive days, the Company will have the right to accelerate the
expiry date of the Warrants to the date that is 30 days after the
Company issues a news release announcing that it has elected to
exercise this acceleration right.
New Control Persons
In connection with the Offering, the Company and
Forbes & Manhattan, Inc.
("F&M") have entered into an Investment Agreement dated
July 26, 2013 (the "Investment
Agreement"), as amended, pursuant to which F&M committed to
assist the Corporation in raising gross proceeds of $2,000,000. Subsequent to entering into the
Investment Agreement, the Company and F&M and JJ Global
Resource Fund (the "Fund") entered into a subscription agreement,
as amended, in respect of a private placement of the Company to the
Fund of an aggregate of 20,000,000 Subscription Receipts.
Based on the following particular circumstances
in respect of the Company, namely:
- the level of participation by the Fund in the Offering,
- the rights granted by the Company to F&M and the covenants
made by the Company in favor or F&M pursuant to the Investment
Agreement, and
- that Stan Bharti is both the
Executive Chairman of F&M and a director and member of the
Fund's investment committee,
the Exchange has deemed the Fund and F&M to
each become a "control person" (as such term is defined in the
policies of the Exchange) and is requiring the Company obtain
disinterested shareholder approval for the private placement to the
Fund, and for the creation of the new control persons.
In connection with the Offering, Kombat will pay
fees to eligible finders in accordance with the policies of the TSX
Venture Exchange in cash, warrants or any combination thereof.
The proceeds from the Offering will be used to
fund site exploration on the Company's mining and prospecting
licenses in the Otavi Mountainlands, Namibia and for general corporate
purposes.
All securities issued will be subject to a hold
period of four months and one day from the date of closing. The
Offering is subject to a number of conditions, including, without
limitation, receipt of all regulatory approvals.
About Kombat Copper Inc.
Kombat Copper (TSX-V : KBT) is a publicly traded
Canadian exploration and development company with its core
operations focused on copper resources in Namibia, one of the world's most prospective
copper regions, where it has substantial assets in place with
significant exploration upside.
The Company holds an 80% interest in five mining
licenses in the Otavi Mountainlands, an area of Namibia particularly known for its high-grade
copper deposits. Within these licenses are three
past-producing mines including the Company's flagship property: the
past-producing Kombat Mine. The Kombat mine's extensive
infrastructure includes an 800m exploration shaft which was opened
in 2006, three recently-operational shafts, ramp systems, extensive
underground workings, mine buildings, a tailings facility, a mill
and concentrator (replacement value est +$100MM) all supported by
the Company's local townsite. The Kombat mine originally opened in
1962 and historically produced ~8.7 million tonnes of ore grading
3.1% Cu and is linked to vital existing infrastructure, including
power, water, roads, and rail with close proximity to the port of
Walvis Bay and to one of only five commercial-grade smelters in
Africa located in Tsumeb, located
100 road kilometers away from Kombat.
In addition to mining licenses, the Company
holds an 80% interest in five Exclusive Prospecting Licenses
("EPL's") covering an area of more than 2200 km2. The EPL's are
located also within the copper-rich Otavi Mountainlands and are in
close proximity to Tsumeb.
Cautionary Notes
Neither 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
statements. These statements include statements regarding the
proposed use of proceeds. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of
factors discussed in the management discussion and analysis section
of our interim and most recent annual financial statements or other
reports and filings with the TSX Venture Exchange and applicable
Canadian securities regulations. We do not assume any obligation to
update any forward-looking statements, except as required by
applicable laws.
This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities in the United States.
The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "1933 Act"),
or any state securities laws and may not be offered or sold within
the United States or to, or for
the account or benefit of U.S. persons (as defined in Regulation S
under the 1933 Act) absent such registration or an applicable
exemption from such registration requirements.
SOURCE Kombat Copper Inc.