The option is exercisable over a period of 3 years but may be accelerated at Kermode's discretion. To exercise the option, Kermode must pay an aggregate of $35,000 in cash, issue an aggregate of 500,000 common shares in the capital of Kermode, and expend an aggregate of $225,000 on the planning, development and execution of a work program based on a mutually approved budget, over the next 3 years. The Option Agreement is subject to TSX Venture Exchange ("TSXV") acceptance. All shares issued pursuant to the Option Agreement will be subject to resale restrictions under applicable securities legislation and the rules of the TSXV.
Kermode also announces that its board of directors has approved the settlement of up to $250,000 of debt (the "Debt Settlement") through the issuance of common shares of the Company. Pursuant to the Debt Settlement the Company will issue up to 25,000,000 common shares of the Company at a deemed price of $0.01 per share to certain creditors of the Company in full satisfaction of the debt owed. The Debt Settlement is subject to TSXV acceptance. All shares issued pursuant to the Debt Settlement will be subject to resale restrictions under applicable securities legislation and the rules of the TSXV.
Kermode further announces a non-brokered private placement of up to 20,000,000 common shares at $0.01 per share for gross proceeds of up to $200,000. The proceeds will be used toward the $35,000 option payment and the initial 12 months of work on the Vidette Lake project, and for general working capital purposes. Completion of the private placement is subject to acceptance by the TSXV. All shares issued pursuant to the private placement will be subject to resale restrictions under applicable securities legislation and the rules of the TSXV.
The option to acquire the Vidette Lake project amounts to a "fundamental acquisition" under TSXV policies, and as such trading of Kermode's shares on the TSXV has been halted and will remain halted until Kermode has made adequate filings with the TSXV and the TSXV resumes trading.
Don Moore, CEO of Kermode noted "Kermode is continuing to focus on gold exploration and along with the Vidette property option, is actively seeking new projects."
Donald G. Moore
CEO and Director
D. Neil Briggs
Forward-Looking Statements: This News Release may contain certain "forward-looking" statements and information relating to Kermode which are based on the beliefs of Kermode's management, as well as assumptions made by and information currently available to Kermode's management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitation, exploration and development risks, expenditure and financing requirements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events. Should any one or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements may vary materially from those described herein. There is no assurance any of the shares-for-debt settlements, private placement or property option will occur on the terms as outlined above, or at all.
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.