Inc. (“Agent be complete California p Jones Gabl products an The Comp a $4,000,000 $2,000,000 additional U one commo share and e to an accel e proceeds o ("Compensa Options will of issuanc e deposit. Proceeds o complete t h
Not for d distribution t to United Sta ates newswir re services o or for dissem mination in th he United Sta ates.
K Resources Engages L King’s Bay Leede Jones s Gable as L Lead Agent t in Private Placement
Vancouver, BC – Septe ember 9, 2019 - King’s Bay Resourc ces Corp. (T TSX: KBG) ("
"King’s Bay" or the "Company"), is pleased to announce that it has entered into an n engagemen nt letter with Leede Jones s Gable
| Inc. (“Agent”) | to act as a | lead agent f | or an offerin | g (" | Concurrent Financing | " | ) of securities | of the Com | pany to | ||||
| be complet | ed concurren | tly with the C | ompany’s pr | oposed Reve | rse Take Ov | er (" | RTO | ") wi | th S&S Com | pany, a | |||
| California p | roducer of ca | nnabis oils a | nd concentra | tes (see Co | mpany news | release Marc | h 31, 2019). | Leede | |||||
| Jones Gabl | e is one of C | anada’s lead | ing independ | ent investme | nt dealers pr | oviding a full | range of inve | stment | |||||
| products an | d services w | ith offices acr | oss Canada. |
| The Comp | any intends t | o issue up t | o 20,000,000 | Units at a p | rice of $0.2 | 0 per Unit fo | r gross proc | eeds of | |||
| $4,000,000 | (" | Maximum Offering Minimum Offering | ") an | d a minimum | of 10,000,0 | 00 Units for | the minimum | gross proc | eeds of | ||
| $2,000,000 | (" | "). Th | e Company | will also gra | nt the Agen | t an overallo | tment option | to sell | |||
| additional U | nits equal to | 25% of the | Maximum Of | fering. Each | Unit is comp | rised of | one common share and |
one commo on share purchase warrant t exercisable f for a period o of one year fro om closing at a price of $0.35 per Warrants are subject ce $0.60 per share. The W share and e exercisable in n the second year from clo osing at a pric
| to an acceleration clause. | The Comp | any has agr | eed to pay th | e Agent a ca | sh fee equa | l to 8% of th | e gross | |||
|---|---|---|---|---|---|---|---|---|---|---|
| proceeds | of the fund | s raised u | nder the C | oncurrent Fi | nancing and | issue co | mpensation | options | ||
| (" | Compensation Options | ") equal to 8 | % of the Unit | s sold under | the Concurre | nt Financing. | The Compe | nsation | ||
| Options wil | l be exercisa | ble into share | s at a price | of $0.20 per | share for a p | eriod of 24 m | onths from t | he date | ||
| of issuance | . The Comp | any has paid | a cash fee | of $25,000.0 | 0 to the Age | nt and a $2 | 5,000 due di | ligence | ||
| deposit. |
y’s business plan to Proceeds o of the Concur rrent Financin ng will be use ed for execut tion of the S& &S Company alifornia and for the complete th he build out of a new con ncentrate pro oduction facility located in n Merced, Ca Company’s G&A expenses related t to the propos sed transacti ion announce ed in a Com mpany news r release dated April 30th, 2019, w with S&S Com mpany LLC. Th he new facilit ty will produce e and sell a range of conc centrate products un nder their “Elic cit Labs” bran nd throughout t the State of California.
very pleased with the initia Joshua Stim mmel, CEO o of S&S Comp pany commen nted, "We're v al reception that the S&S / Elicit Labs story h has received f from the Canadian investo or community. We look for rward to show wcasing our accomp plishments an nd expertise that we have e built around d the Elicit La abs brand an nd our reputa ation as producer of f the cleanest t and purest c concentrates in the Califor rnia cannabis market. Ren novations of o our new crease our production capacity to production f facility in Mer rced California a are underw way and are in ntended to inc 150,000 gra ams per month. We aim to
- expand dist tribution as th he California m market grows s, add new pr roducts
and advanc ce plans to ex xtend our bran nd into other s states."
The Compa any will hold d an annual and special meeting of shareholders s to approve e certain mat tters in n October 10, 2019. The N connection with the prop posed RTO on Notice of Mee eting and Info ormation Circu ular will be mailed a and filed on SEDAR and be e available for viewing by s shareholders on Septembe er 11, 2019.
D‐LOOKING IN
CAUTIONAR RY STATEMEN NT REGARDIN NG FORWARD NFORMATION
N: This news re elease includes s certain "forward‐look rward‐looking statements co king statement ts" under applicable Canadia an securities l legislation. For onsist of fs, plans, expe ectations or intentions statements that are not pu urely historical, , including any y statements re egarding belief private placement, the regarding the e future, includ ding but not limited to statements regardin ng King’s Bay y plans for a p anticipated a aggregate gross s proceeds and d the expectation that the pro oceeds will be u used for execu ution of the Com mpany's esults, performance or business pla an. Such statem ments are sub bject to risks and uncertaintie es that may ca ause actual re development ts to differ mat terially from those contained in the statements, including g risks related to factors bey yond the orward looking statements in this news rele ease include that we will close control of the e Company. Fo e a private plac cement; that proceeds s of the private e placement wil ll be used to bu uild out a produ uction facility; that the new fac cility will increa ase our production ca apacity to 150,000 grams pe er month; that we can expan nd distribution a as the Californ nia market grow ws, add new products s and extend our brand into o other states. Risks that might t negatively affe ect these forwa ard looking stat tements include King’s Bay’s Financ cing is not attra active to investo ors for any rea ason; that regulators or other factors slow do own our r expand into new markets b because of lac ck of facilities, lack of intended timing; that S&S can’t increase e production or market, lack or funds or oth her reasons; ex xpansion costs may increase dramatically o or may have be een underestim mated for expansion; we may not have e the research capability to ad the size and scope of the e dd new produc cts and even if f we do, such product ts may not be a accepted by the market; and our proposed management m may not be acc ceptable to reg gulators. forward‐looking No assuranc ce can be given n that any of th he events antic cipated by the f g statements w will occur or, if they do ce that such statements will p occur, what b benefits the Co ompany will ob btain from them
m. There can b be no assuranc prove to be accurate, , as actual res sults and future events cou uld differ materially from tho ose anticipated d in such state ements. d not place undue reliance on forward‐look Accordingly, readers should king statements
s. King’s Bay d disclaims any intention ard‐looking sta or obligation to update or re evise any forwa atements, whet ther as a result t of new inform mation, future ev vents or otherwise, ex xcept as required by law.
On Behalf o of the Board d
Kevin Botto omley Preside ent & Chief Ex xecutive Officer O: 604 681 1568 E: Kevin@k kingsbayres.c com
For Investm ment Inquiries please conta act:
Jared Rushton O: 604 681 1568 E: jrushton@ @kingsbayres s.com
Neither the TSX Venture Exchang ge nor its Reg gulation Servic ces Provider (as that term is defined in the policies of f the TSX Ven nture Exchang ge) accepts re esponsibility f for the adequ uacy or accura acy of this rel lease.