Trading Symbol: KFG
NATCHEZ, MS, Oct. 12 /CNW/ - KFG Resources Ltd. (the "Company") is
pleased to announce the closing of the first tranche (the "First Tranche") of
the private placement previously announced in its press release of
September 7, 2007 (the "Offering"). On October 11, 2007 the Company issued, by
way of private placement, 18,055,000 units of the Company at a purchase price
of CDN$0.10 per unit (the "Units"). Each Unit consists of one common share in
the capital of the Company and one common share purchase warrant (a
"Warrant"). Each Warrant entitles the holder to subscribe for one additional
common share of the Company at a price of CDN$0.20 per share for a period of
two years from the date of issue. The First Tranche is the first of two
tranches comprising the Offering by the Company of up to 20 million units. The
second tranche units will be offered on the same terms as the Units. The
Company expects that the second tranche of the Offering will occur in late
The Company has granted Union Securities Ltd. of Toronto, Ontario
("Union") an over-allotment option to increase the size of the Offering by
five million Units, which must be exercised within five business days after
the closing of the Offering and closed within ten business days after the
closing of the Offering.
Under the terms and conditions of the private placement, the Company paid
Union a work fee of $10,000 plus Union's expenses with respect to the First
Tranche and a commission of 8.0% of the gross proceeds of the First Tranche
along with Union's expenses resulting in the Company receiving net proceeds of
$1,629,686. The Company also issued to Union options entitling Union to
purchase for a period of two years from the date of closing up to 1,805,500
units at a price of $0.10 per unit (the "Agent's Units"). The Agent's Units
have the same terms as the Units.
All securities issued in connection with the Offering will be subject to
a hold period of four months and one day after issuance.
The Offering is subject to the final approval of the TSX Venture
"James F. Gilbert"
James F. Gilbert, Secretary
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 "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
This press release contains "forward-looking information" that is based
on the Company's current expectations, estimates, forecasts and projections.
This forward-looking information includes, among other things, statements with
respect to the Company's plans, outlook, business strategy and exploration and
development of the Company's properties. The words "may", "would", "could",
"should", "will", "likely", "expect," "anticipate," "intend", "estimate",
"plan", "forecast", "project" and "believe" or other similar words and phrases
are intended to identify forward-looking information.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the Company's actual results,
level of activity, performance or achievements to be materially different from
those expressed or implied by such forward-looking information. Such factors
include, but are not limited to: the ability to raise sufficient capital to
fund exploration and development; the quantity of and future net revenues from
the Company's reserves; oil and natural gas production levels; commodity
prices, foreign currency exchange rates and interest rates; capital
expenditure programs and other expenditures; supply and demand for oil and
natural gas; schedules and timing of certain projects and the Company's
strategy for growth; competitive conditions; the Company's future operating
and financial results; and treatment under governmental and other regulatory
regimes and tax, environmental and other laws.
This list is not exhaustive of the factors that may affect our
forward-looking information. These and other factors should be considered
carefully and readers should not place undue reliance on such forward-looking
information. The Company disclaims any intention or obligation to update or
revise forward-looking information, whether as a result of new information,
future events or otherwise.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS PRESS
For further information:
For further information: Robert A. Kadane, President, (303) 825-7080