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Kaminak Proposes Timetable for Closing of Spin-out Transaction and
Announces Completion of Kivalliq Energy Corporation Financings
June 23, 2008
Vancouver, B.C. � Kaminak Gold
Corporation (KAM: TSX-V) today
announced the proposed timetable for the closing of Kaminak's uranium
spin-out transaction. In addition, announces completion of two financings for
total proceeds of $3,200,000 CDN by Kaminak�s uranium spin-out company, Kivalliq Energy Corporation (Kivalliq).
The terms of the two Kivalliq financings were described in the information
circular of Kaminak dated May 26, 2008 which was mailed to shareholders in
connection with the approval of the spin-out transaction. Details regarding
the two financings are stated below.
Proposed Timetable for Closing of Spin-out
Transaction
In an attempt to keep Kaminak
shareholders up to date, Kaminak is releasing the following proposed schedule
of closing events for the spin-out transaction. Kaminak intends to spin out a
new uranium exploration and development company called Kivalliq Energy
Corporation.
Please note: The following dates are dependent on TSX Venture Exchange, court and
shareholder approval and may be subject to change.
- Wednesday,
June 25th, 2008 � Kaminak shareholder meeting to approve the spin-out
transaction is scheduled.
- Friday,
June 27th, 2008 � Application for final Court approval is scheduled.
- Monday,
June 30th, 2008 � Last day to
trade Kaminak shares and still receive Kivalliq units.
- Tuesday,
July 1st, 2008 � Canada Day Holiday. Canadian markets are closed.
- Friday, July 4th, 2008 �
Plan of arrangement closes.
Pending
affirmative results, Kaminak will provide an updated timetable of events
following the approval of the spin-out transaction by shareholders of Kaminak
and the Court (subject to final TSX Venture Exchange approval).
Kivalliq
$0.25 Non-brokered Private Placement
Kivalliq has
completed a non-brokered $1.6 million private placement consisting of
6,400,000 special warrants at a price of $0.25 per special warrant. Each
special warrant will be automatically exercised without further consideration
for one common share of Kivalliq on the completion of the spin-out
transaction.
Kivalliq
$0.40 Non-brokered Private Placement
Kivalliq has
completed a non-brokered $1.6 million private placement consisting of
4,000,000 flow-through units at a price of $0.40 per flow-through unit. Each
flow-through unit consists of one flow-through common share of Kivalliq and
one non-transferable Kivalliq share purchase warrant.
Each whole
common share purchase warrant will entitle the holder to purchase one
additional non-flow-through common share of Kivalliq for a period of
twenty-four months from the closing date of the private placement at a price
of $0.50 per share in the first 12 months and $0.60 per share thereafter.
Kivalliq
paid a finder's fee of 10% cash and 10% finder's warrants (on the same terms
as the warrants issued under the private placement) in connection with this
$0.40 private placement offering.
Kivalliq
intends to use the proceeds of the private placements primarily to fund
exploration on Kivalliq�s Angilak Project, as described in the information
circular of Kaminak.
About
Kivalliq Energy Corporation
Kivalliq
Energy Corporation is a new, uranium focused, exploration and development
company. A ground-breaking Inuit partnership and the combination of Kaminak
Gold Corporation�s (KAM: TSX-V) uranium assets spawned the creation of
Kivalliq.
This unique
Inuit partnership between Kivalliq and Nunavut Tunngavik Incorporated (NTI)
awarded Kivalliq the right to explore and advance the high-grade and near
surface Lac Cinquante Occurrence, an 11.6 million pound historical, uranium
and molybdenum occurrence (non National Instrument 43-101)** with grades
averaging 1.03% U3O8 (see Kaminak's press release dated January 31st, 2008).
In addition to hosting the Lac Cinquante Occurrence, the 250,000 acre Angilak
property boasts numerous other untested occurrences of uranium � copper �
silver and gold. Kivalliq is the first uranium company to be awarded the
right to explore for uranium on privately-held Inuit owned land in Nunavut.
Disclosure
of a technical nature contained in this release has been reviewed and
approved by Mr. Rob Carpenter, Ph.D., P. Geo., the President and CEO of Kaminak,
who is a Qualified Person for the purposes of National Instrument 43-101.
On behalf of
the Board of Directors
�Rob Carpenter�
Rob Carpenter, Ph.D., P. Geo.
President and CEO
Kaminak Gold Corporation
For further
information about Kaminak Gold Corporation, Kivalliq Energy Corporation or
this news release, please visit our website at www.kaminak.com or contact Tony Reda, Investor
Relations, at toll free 1.888.331.2269 or directly at 604.646.4534.
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.
The TSX
Venture Exchange has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.
** The
quoted disclosure for the Lac Cinquante Uranium Molybdenum Occurrence was
prepared by Aberford Resources Ltd. The deposit is historical and should not
be relied upon since it is not compliant to standards set out in National
Instrument 43-101. However, it is relevant because: it is indicative of a
mineralized zone worthy of follow up exploration as it is based on drilling exploration
and development carried out by what is believed to be knowledgeable explorers
in accordance with acceptable industry practices at the time of the estimate.
A Qualified Person has not classified historical estimates as current mineral
resources/reserves, and Kaminak is not treating them as current mineral
resources/reserves since work to date has not verified the historical
estimates. Kaminak has not done any work to confirm these estimates but will
be planning exploration programs aimed at evaluating the economic potential
of the deposit and environs. It is uncertain if further exploration will
result in the deposit being delineated as a mineral resource.
Certain
disclosures in this release, including management's assessment of Kaminak�s
plans and projects and intentions with respect to a proposed spin-off, use of
proceeds and future exploration programs, constitute forward-looking
statements that are subject to numerous risks, uncertainties and other
factors relating to Kaminak�s and Kivalliq's operations as mineral
exploration companies that may cause future results to differ materially from
those expressed or implied in such forward-looking statements, including
risks as to the completion of the plans and projects and the receipts of all
necessary approvals for the proposed spin-off. Readers are cautioned not to
place undue reliance on forward-looking statements. Kaminak expressly
disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events, or
otherwise.
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