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To: Acton who wrote (250024)10/26/2017 11:36:14 AM
From: northerner3  Respond to of 313153
 
No drill permit yet, nice to get in early. KRS is another one I like, in Chile all cashed up. Kairos closes $849,000 final tranche of financing2017-10-20 07:28 ET - News Release

Mr. Steven Cochrane reports

KAIROS ANNOUNCES CLOSING OF THE SECOND AND FINAL TRANCHE OF ITS FULLY SUBSCRIBED PRIVATE PLACEMENT

Kairos Capital Corp. has, subject to TSX Venture Exchange final approval, closed the second and final tranche of its previously announced non-brokered private placement of common shares of the corporation, pursuant to which Kairos issued an additional 2,122,500 common shares for gross proceeds of $849,000. Including the first tranche, the private placement resulted in Kairos issuing an aggregate of 10 million common shares for aggregate gross proceeds of $4-million.

In connection with the second tranche, Kairos has paid finders a cash commission of 7 per cent of the proceeds of the second tranche that resulted from such parties efforts. The finders have also been granted broker warrants to purchase 7 per cent of the number of common shares sold under the second tranche as a result of such parties efforts, which resulted in Kairos issuing an aggregate 130,515 broker warrants. Each broker warrant entitles the holder to purchase one common share at a price of 40 cents for a period of one year from the closing of the second tranche. No finders have been compensated in connection with subscriptions by insiders of the corporation.

The net proceeds of the second tranche and the private placement will be used by the corporation for general working capital and to finance continued development and exploration activities on its lithium properties in Chile.

Pursuant to applicable securities laws, all securities issued pursuant to the second tranche will be subject to a hold period of four months plus one day following the date of issuance of such securities.

Completion of the second tranche and the private placement is subject to certain conditions, including but not limited to, final approval of TSX-V.

Kairos also announces that an additional 7,000 broker warrants were issued to an eligible finder pursuant to a subscription for common shares that closed in the first tranche of the private placement on Sept. 28, 2017.

Related party participation in the private placement

Steven Cochrane, president and chief executive officer of the corporation, subscribed for 233,000 common shares and Robert Gillies, chief financial officer of the corporation, subscribed for 25,000 common shares in the second tranche.

As insiders of Kairos participated in this private Placement, it is deemed to be a related party transaction as defined under Multilateral Instrument 61-101.

Neither the corporation, nor to the knowledge of the corporation after reasonable inquiry, a related party, has knowledge of any material information concerning the corporation or its securities that has not been generally disclosed.

The private placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the common shares distributed to, nor the consideration received from, interested parties exceeded $2.5-million. The material change report in connection with the private placement was not filed 21 days in advance of the closing of the second tranche for the purposes of Section 5.2(2) of MI 61-101 on the basis that the subscriptions under the second tranche were not available to the corporation until shortly before the closing.

About Kairos Capital Corp.

Kairos holds a significant lithium property portfolio which now consists of approximately 53,600 hectares over 11 salars, all located entirely within Chile. Preliminary sampling and assaying results from shallow depth over the first five of the salars have been received and confirm management's belief that the lithium claims are highly prospective for economic lithium brine accumulations.

We seek Safe Harbor.



To: Acton who wrote (250024)11/2/2017 9:23:05 AM
From: northerner3  Read Replies (2) | Respond to of 313153
 
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