KR INVESTMENT LTD. ("KR")
[formerly KR Investment Ltd. ("KR.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Resume Trading
BULLETIN DATE: March 28, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing KR Investment Ltd.'s (the "Company") Qualifying Transaction described in its Filing Statement dated March 15, 2013. As a result, at the opening on Monday April 1, 2013, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
Qualifying Transaction:
The Company is classified as a Tier 2 'Oil and Gas Exploration company
Capitalization: Unlimited shares with no par value of which
24,100,000 shares are issued and outstanding
Escrow: 4,000,000 common shares are subject to a 36-month staged release escrow under the CPC Escrow Agreement
Symbol: KR (new)
CUSIP Number: 48265X106 (UNCHANGED)
Transfer Agent: Computershare Investor Services Inc.
Property-Asset or Share Purchase Agreement:
The Company entered into an Agreement of Purchase and Sale (the "Agreement") dated March 14, 2013 with Conserve Oil POC Growth II Limited Partnership (the "Vendor") and Proven Oil Asia Ltd (the "Optionor") whereby the Company acquired from the Vendor a 20% working interest in an aggregate of 193.40 hectares of oil and gas mineral rights and other related assets (the "Purchased Assets") in the Provost Area of Northeast Alberta. The Optionor has also agreed to grant the Company an option (the "KR Option") for a period of one year (the "Option Term") to acquire the Optionor's 79.99% working interest in the assets (the "Optioned Assets"). If the KR Option is exercised, the Optionor will retain a 0.01% working interest in the Optioned Assets.
As consideration for the Purchased Assets, the Company paid the sum of $1,399,000 (plus applicable taxes) in cash on closing. As consideration for the KR Option, the Company paid the Optionor the sum of $150,000 in cash on closing. If the Company elects to exercise the KR Option during the Option Term, it must pay the Optionor the sum of $5,206,000 in cash to acquire the Optioned Assets.
The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to the Second and Final Tranche of a Non-Brokered Private Placement originally announced January 17, 2013:
Number of Shares: 18,000,000 shares
Purchase Price: $0.10 per share
Number of Placees: 11 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Chung Keung (Steve) Loo Y 1,300,000
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. [Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.]
Resume Trading:
Effective at open of trading, Monday, April 1, 2013, trading in the shares of the Company will resume.
For additional information please see the Company's Filing Statement dated March 15, 2013, filed on SEDAR.
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