EDITOR: | May 22nd, 2013

Kairos Capital Announces Closing of Qualifying Transaction and Non-Brokered Private Placement

| May 22, 2013 | No Comments


Kairos Capital Corporation (“Kairos” or the “Corporation“) (TSX VENTURE:KRS.P) is pleased to announce that it has completed its previously announced “Qualifying Transaction” pursuant to Policy 2.4 of TSX Venture Exchange Inc. (the “Exchange“). The Qualifying Transaction was effected pursuant to the terms of an amended and restated option agreement (the “Option Agreement“) between Kairos and Polar Star Mining Corporation (“Polar Star“) dated September 10, 2012, pursuant to which Kairos acquired an interest in certain mineral exploration properties (the “Properties“) located in Chile from Polar Star (the “Acquisition“). Additional details regarding the Acquisition can be found in the Option Agreement filed on SEDAR at www.sedar.com.

In connection with the closing of the Qualifying Transaction, Kairos and Polar Star agreed to extend certain outside dates for performance under the Option Agreement.

In connection with the Qualifying Transaction, Kairos completed a non-brokered private placement (the “Private Placement“) of 8,000,000 common shares in the capital of Kairos (“Common Shares“) at a price of $0.10 per Common Share for gross proceeds to the Corporation of $800,000. The Corporation will use the proceeds from the Private Placement to fund the completion of the Qualifying Transaction. After completion of the Private Placement, Kairos has 15,000,000 Common Shares issued and outstanding. The Common Shares issued pursuant to the Private Placement are subject to a four month hold period expiring on September 18, 2013. Kairos’ Common Shares will commence trading on the TSXV under the ticker symbol “KRS” after the Exchange issues its final bulletin (the “Final Bulletin“) confirming completion of the Qualifying Transaction and its approval of the listing. The Corporation will issue a press release once the Exchange has issued the Final Bulletin.

In connection with the completion of the Qualifying Transaction, Bob Gillies was appointed Chief Financial Officer of the Corporation, Terence Walker was appointed Chief Operating Officer and Douglas M. Stuve was appointed Corporate Secretary. Kenneth DeWyn will continue on as President and a director of the Corporation. Al Kroontje, Colin Bird and Charles Cannon-Brookes were appointed to the board of directors of the Corporation (the “Board“). The background of these individuals is as follows:

Robert Gillies – Calgary, Alberta – Chief Financial Officer

Mr. Gillies is a Chartered Accountant. In the last five years, Mr. Gillies has held senior management positions with: Golconda Resources Ltd., West Mountain Capital Corp., Cordy Oilfield Services Inc. Cobalt Coal Ltd., and Sundance Energy Corporation. Mr. Gillies has held the position of Chief Financial Officer of Golconda since December 2008. Golconda Resources Ltd. is principally engaged in the exploration and development of petroleum and natural gas business (previously the diamond core drilling business). Golconda Resources Ltd. is not an affiliate of the Corporation and is still carrying on business. With respect to Cobalt Coal Ltd., a company principally engaged in the business of coal mining, Mr. Gillies has held the position of Chief Financial Officer since April 2007. Cobalt Coal Ltd. is not an affiliate of the Corporation and is still carrying on business. Mr. Gillies has also held the position of Chief Financial Officer of Sundance Energy Corporation since April 2010. Sundance Energy Corporation is a company principally engaged in the business of exploring for and developing petroleum and natural gas.

Terence Walker – La Serena, Chile – Chief Operating Officer

Terence Walker was the Vice President, Exploration of Polar Star from January 2008 to February 2012. Mr. Walker is a Professional Geologist based in La Serena, Chile who has been active in mineral exploration in Chile for the past 18 years. Mr. Walker’s 44 years of experience spans four continents: Europe, North and South America and Africa and covers a wide range of commodities. From 1998 to 2004, Mr. Walker served as the President of International PBX Ventures Ltd., an Exchange listed resource exploration company, and subsequently served as the Vice President, Exploration of the same company until 2007. Mr. Walker earned his geology degree from the University of London and his Masters of Applied Mineral Exploration (M. Sc.) from McGill University in Montreal. Mr. Walker is a Professional Geologist and has extensive geological experience with both major and smaller mining operations and has covered all aspects from grass roots project generation to pre-development deposit definition, mine geology and economic evaluation.

Al Kroontje – Calgary, Alberta – Director

Al Kroontje is a professional engineer with 30 years of diversified experience in corporate start-ups and finance, which also include corporate re-organizations, going public transactions and merger/acquisition activities in the resource sector, mostly involving oil and gas exploration and production, oil and gas service companies or trusts, and also in mining, technology and biotechnology ventures. He is a significant shareholder of several private and public companies, for some of which he is also a board member. During the past ten years, he has been involved in numerous financings of these various ventures and in their sale on a corporate level, and in the acquisitions of divesture of properties within those entities. He is currently a director of Polar Star, Novus Energy Inc., Border Petroleum Ltd., PetroFrontier Corp. and Cobalt Coal Ltd., each of which is Exchange listed public resource exploration companies. He is also a director of E.G. Capital Inc. and Galleria Opportunities Inc., each of which are inactive Exchange listed companies at various stages of completing business combinations and financings to become active. Mr. Kroontje holds a Bachelor of Science degree in Chemical Engineering from the University of Waterloo.

Charles Cannon-Brookes – London, United Kingdom – Director

Charles Cannon-Brookes is the Investment Director of Arlington Group Asset Management Limited, an open ended investment company (“OEIC”). An OEIC is similar in structure to an open-ended mutual fund. He currently acts as the Investment Manager to Praetorian Resources Limited, a UK listed resources focused investment company. From 2005 to 2012, Mr. Cannon-Brookes managed Arlington Special Situations Fund, a Cayman domiciled OEIC. For the previous five years (2000 to 2005), he managed Arlington Group Plc’s proprietary trading book, managing all of its public equity exposure.

Prior to 2000, Mr. Cannon-Brookes was a research analyst at Barclays de Zoete Wedd, ABN Amro (Sydney), and Jupiter Asset Management. He has extensive investment fund management experience and has served as board member of other investment funds and trusts in a non-executive capacity.

Colin Bird – Dubai, United Arab Emirates – Director

Colin Bird is a Chartered Engineer, a Fellow of the Institute of Materials, Minerals and Mining and is a certified mine manager both in the UK and South Africa. He has been involved in the management of mining nickel, copper, gold, coal and other diverse mineral operations. Mr. Bird has founded several public companies in the resource sector and has served on resource company boards in the United Kingdom, Canada and South Africa. He is currently the Chairman of Jubilee Platinum plc and a director of SacOil Holdings Ltd., both of which are AIM and Johannesburg listed issuers. He is also the Chairman and Chief Executive Officer of Galileo Resources plc, an emerging African Phosphate/Rare Earth producer and exploration company, listed on the AIM. Mr. Bird founded, financed and was Chairman of Kiwara PLC, an AIM listed issuer which discovered a large open pit copper project in Zambia which subsequently sold for US$270 million.

About Kairos

Kairos is incorporated under the Business Corporations Act (Alberta) and is headquartered in Calgary, Alberta. The Common Shares will remain halted until issuance by the Exchange of the Final Bulletin.

Kairos’ mission is to actively explore and develop the Properties as described in the filing statement of the Corporation (“Filing Statement“) dated April 25, 2013 filed on SEDAR at www.sedar.com.

Reader Advisory

Completion of the Qualifying Transaction is subject to certain conditions, including but not limited to, final approval of the Exchange.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Kairos should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release contains forward-looking statements, including the date of commencement of trading of the Common Shares on the Exchange. Actual results could differ materially from those currently anticipated due to a number of factors and risks. The forward-looking statements contained in this press release are made as of the date hereof and Kairos undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Raj Shah


Raj Shah has professional experience working for over a half a dozen years at financial firms such as Merrill Lynch and First Allied Securities Inc., ... <Read more about Raj Shah>

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