Kesselrun closes $3-million private placement

Dec 9, 2021

2021-12-08 14:53 ET – News Release

Mr. Michael Thompson reports

KESSELRUN ANNOUNCES CLOSING OF C$3.0 MILLION PRIVATE PLACEMENT

Kesselrun Resources Ltd. has closed its non-brokered private placement for gross proceeds of $3-million from the sale of 9,634,597 flow-through units of the company at a price of 17.5 cents per flow-through unit and 6,256,884 flow-through units sold to charitable purchasers at a price of 21 cents per charity flow-through unit. The flow-through units and charity flow-through units shall be collectively referred to as the offered securities. Red Cloud Securities Inc. (“Red Cloud”) acted as a finder in connection with the Offering.

Each FT Unit and Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant shall be exercisable into one common share of the Company (each, a “Warrant Share”) at a price of C$0.23 at any time on or before December 8, 2023. The FT Shares and Warrant Shares will be subject to a hold period ending on April 9, 2022 in accordance with applicable securities laws. Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of The TSX Venture Exchange Inc. (“TSXV”).

The Company intends to use the proceeds from the offering for the exploration of the Company’s Huronian Gold Project in northwestern Ontario. Proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (“Qualifying Expenditures”). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2021, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of Offered Securities.

In connection with the Offering, the Company paid to Red Cloud total finder’s commissions of C$196,490 and issued to Red Cloud 1,056,404 warrants (each, a “Finder’s Warrant”). Each Finder’s Warrant will be exercisable into one common share of the Company at a price of C$0.175 at any time on or before December 8, 2023. The Company paid Canaccord Genuity Group a finder’s commission of C$1,750.

About Kesselrun Resources Ltd.

Kesselrun Resources is a Thunder Bay, Ontario-based mineral exploration company focused on growth through property acquisitions and discoveries. Kesselrun’s management team possesses strong geological and exploration expertise in Northwest Ontario. For more information about Kesselrun Resources, please visit www.kesselrunresources.com.

We seek Safe Harbor.

https://www.kesselrunresources.com/