/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
VANCOUVER, Oct. 18, 2013 /CNW/ - Kombat Copper Inc. (TSX-V: KBT)
("Kombat" or the "Company") announces that, further to its press
releases dated July 29, 2013 and October 3, 2013, it has completed the
first tranche of its private placement financing of subscription
receipts (the "Offering"). The first tranche closing consisted of
29,037,000 subscription receipts (the "Subscription Receipts") at a
purchase price of $0.10 per Subscription Receipt for gross proceeds of
$2,903,700. The proceeds have been placed in escrow pending
satisfaction of certain conditions (the "Escrow Release Conditions"),
as set out below. At such time, each Subscription Receipt will be
automatically exercisable into one unit (a "Unit").
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.
The proceeds from the Offering will be used to fund site exploration on
the Company's mining 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.
The Escrow Release Conditions include: (i) shareholder approval of each
of the director nominees to be set out in the management information
circular of the Company dated October 3, 2013, 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
If the Escrow Release Conditions are not met at the Meeting, the
Subscription Receipts will be cancelled and the Escrowed Proceeds will
be returned by the escrow agent to the subscribers of the Offering by
November 7, 2013.
In connection with the Offering, subject to regulatory approval, and
upon satisfaction of the Escrow Release Conditions, the Company will
pay a cash commission of up to $88,577.20 and will issue an aggregate
of 500,000 Common Shares and 223,300 warrants (the "Finder's Warrants")
to eligible finders. The Finder's Warrants will have the same terms as
About Kombat Copper Inc.
Kombat 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 town-site. 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.
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.
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
and release of proceeds from escrow. 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
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.
For further information:
Scott Kelly, Executive Vice-President at:
+1 (855) 565-8114