Kaminak Proposes Timetable for Closing of Spin-Out Transaction and Announces Completion of Kivalliq Energy Corporation Financings
VANCOUVER, BRITISH COLUMBIA–(June 23, 2008) – Kaminak Gold Corporation (TSX VENTURE:KAM) 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 (TSX VENTURE:KAM) 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)(i) 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, Ph.D., P. Geo., President and CEO
Kaminak Gold Corporation
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.
(i) 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.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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Kaminak Gold Corporation
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