Vancouver, BC - January 8th, 2021 - Kincora Copper Ltd. (the “Company”, “Kincora”) (TSXV:KCC) announces that it will issue 1,325,084 shares to certain directors, officers and service providers on account of services rendered on a quarterly basis (“Shares for Services”) during calendar year 2020.
The issuance of shares is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange (“TSXV”). The services shares are to be subject to a four-month hold period.
The Company’s Shares for Services plan was approved by written consent from disinterested shareholders and approved by the TSXV as originally announced November 14, 2016. This plan, and an updated plan passed at the 2019 Annual General Meeting on September 26 2019, seeks to provide competitive packages to retain and attract key executives, align senior executives and directors to the creation of value for shareholders and minimize the cash overheads of the Company.
Shares issuable are at a deemed price equal to the greater of (i) the closing price of the Shares on the TSXV on the last trading day prior to the date such Shares are issuable; and, (ii) the volume weighted average price of the Shares traded on the TSXV for the 5 trading days immediately preceding the date such Shares are issuable, with a minimum deemed price of $0.05 per Share.
In addition, Kincora has granted 2,004,505 options with a three year term to certain directors, officers, employees and consultants of the Company, which are exercisable at $0.445 per share within the first two year period and $0.48 per share in the final third year.
Table 1: Summary of quarterly shares for services for calendar year 2020
Post share consolidation basis
Period Mar 31st Jun 30th Sep 30th Dec 31st
Deemed/issuance price 15c 45c 31.7c 37.5c
Closing price quarter end 10.5c 45c 30c 37.5c
Number of shares 605,000 201,667 286,284 232,133
Pre share consolidation
Deemed/issuance price 5c 15c 10.6c 12.5c
Closing price quarter end 3.5c 15c 10c 12.5c
Number of shares 1,815,000 605,000 858,852 696,400
Table 3: Summary of Kincora’s share capital structure
Post share consolidation basis – million (on a fully diluted, full share equivalent basis)
Common shares 70.7
Market Maker appointment
Kincora is also pleased to announce that, subject to regulatory approval, it has retained Mackie Research Capital Corporation to initiate its market making service to provide market making services to the Company in compliance with the policies and guidelines of the TSXV and other applicable legislation.
Mackie will trade shares of Kincora on the TSXV for the purposes of maintaining a reasonable market and improving the liquidity of Kincora’s common shares. The agreement between Mackie and the Company is for a minimum three month term and the Company has agreed to pay Mackie $4,000 per month during the term, payable quarterly in advance.
The Company and Mackie act at arm's length, but Mackie may provide investment banking services to Kincora and Mackie and/or its clients may have an interest, directly or indirectly, in the securities of Kincora.
The agreement is principally for the purposes of maintaining market stability and liquidity for the Company's common shares and is not a formal market making agreement. There are no performance factors contained in the agreement between Mackie and the Company and Mackie will not receive any shares or options from the Company as compensation for services it will render.
About Mackie Research Capital Corporation
Mackie is one of Canada's largest independent full service investment firms, and proudly traces its roots back to 1921. Mackie is privately owned by many of its 300 employees. As a fully integrated national investment dealer, Mackie offers a full complement of capital markets and wealth management services to private clients, institutions and growth companies.
For further information:
Sam Spring, President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.