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KIA   2010-07-30   (provided courtesy of Marketwire.)
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Kria Closes $1.5 Million Private Placement Financing


TORONTO, ONTARIO--(Marketwire - July 30, 2010) - 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE 
UNITED STATES

Kria Resources Ltd. (TSX VENTURE:KIA) ("Kria" or the "Company") is pleased 
to announce the closing of its previously announced private placement of 
15,000,000 units (the "Cardero Units") at a price of $0.10 per Cardero Unit 
for gross proceeds of $1,500,000 (the "Offering"). In accordance with the 
terms of the Offering, Cardero Resource Corp. of Vancouver, B.C. 
("Cardero") has acquired all of the Cardero Units. Each Cardero Unit 
consists of one common share of the Company ("Unit Share") and one 
transferrable warrant (a "Cardero Warrant"). Each Cardero Warrant entitles 
the holder thereof to acquire one common share of the Company ("Cardero 
Warrant Share") at a price of $0.20 for a period of two years following the 
closing of the Offering.

Pursuant to the terms of the private placement, Cardero has the right, 
subject to certain conditions, to nominate one director to the board of 
Kria, effective upon the closing of the Offering. Upon completion of the 
Offering, and assuming no other share issuances by the Company or exercise 
of Cardero Warrants by Cardero, Cardero will hold approximately 17.1% of 
the issued and outstanding shares of the Company ("Common Shares"). If each 
of the Cardero Warrants were exercised today, Cardero would then hold 
approximately 29.2% of the issued and outstanding Common Shares. Cardero 
has executed an undertaking to the TSX Venture Exchange which provides that 
it will not exercise any Cardero Warrants nor acquire additional Common 
Shares from treasury, if, to do so, would result in Cardero holding, after 
such exercise or acquisition, a number of Common Shares that equals or 
exceeds 20% of the number of Common Shares then issued and outstanding, 
unless the shareholders of Kria (other than Cardero) shall have previously 
approved Cardero's shareholding in Kria equalling or exceeding 20%. As a 
result of this transaction, Cardero is now an insider of Kria.

Cardero has the right to maintain its percentage equity interest in Kria, 
on an ongoing basis, provided that such right will terminate if Cardero's 
interest falls below 10%. Under a "top-up" provision, Cardero has the 
right, twice a year, to carry out a private placement of Common Shares to 
maintain its then current equity ownership percentage in Kria, thereby 
avoiding dilution as a result of the issuance of Common Shares by Kria in 
connection with property payments or warrant or option exercises. Cardero 
also has a separate right to participate in any equity financings by Kria 
up to its then pre-financing percentage equity interest.

In connection with the financing, the Company has paid a finder's fee to 
Axemen Resource Capital Inc. (the "Finder"), an Ontario exempt market 
dealer, comprised of: (i) 22,500 units of the Company (each unit having the 
same terms as the Cardero Units) described above; and (ii) has issued 
727,500 compensation warrants to acquire 727,500 Common Shares at an 
exercise price of $0.20 until July 29, 2011.

The Unit Shares and Cardero Warrants, and any Cardero Warrant Shares issued 
on the exercise of the Cardero Warrants, will be subject to a statutory 
hold period expiring on November 30, 2010.

The Company plans to use the net proceeds from the Offering for property 
payments on its Halfmile Lake and Stratmat projects, to continue 
development of its key projects, and for general working capital purposes.

In addition, the Company provides a clarification to its press release 
dated July 16, 2010 and announces that, on July 29, 2010, it has issued to 
Xstrata Canada Corporation - Xstrata Zinc Canada Division ("Xstrata") 
10,000,000 units of the Company priced at $0.10 per unit (each unit, an 
"Xstrata Unit"). Each Xstrata Unit is comprised of one Common Share and 
one-half of one warrant (each whole warrant, an "Xstrata Warrant"). Each 
Xstrata Warrant entitles the holder to acquire one Common Share ("Xstrata 
Warrant Share") at an exercise price of $0.20 for a four year period from 
the date of issue. The issuance of securities was made pursuant to an 
option agreement entered into by Kria and Xstrata dated as of July 16, 
2008, as amended on August 17, 2009, whereby Xstrata granted Kria the 
option to acquire from Xstrata the Halfmile Lake and Stratmat Properties 
located near Bathurst, New Brunswick, subject to the satisfaction by Kria 
of certain further payment conditions.

Together with the Common Shares and warrants issued previously to Xstrata, 
Xstrata now holds 23,916,666 Common Shares and 10,208,333 warrants. Xstrata 
held warrants to purchase a further 1,750,000 Common Shares, which expired 
on July 21, 2010. If each of the warrants currently held by Xstrata were 
exercised today, Xstrata would hold approximately 31.6% of the issued and 
outstanding Common Shares (on a partially diluted basis).

About Cardero Resource Corp.

Cardero Resource Corp., which is based in Vancouver, B.C., is a leading 
explorer and developer of mining assets in the America's. Cardero's assets 
include advanced iron ore properties in Peru and Minnesota, USA and base 
and precious metals exploration projects in Argentina and Mexico, as well 
as significant investments in a number of public and private mineral 
exploration companies. Cardero's strategy is to aggressively seek out and 
potentially acquire new advanced stage projects, and to utilize its 
technical and financial expertise and capabilities to enhance shareholder 
value in strategic relationships. Cardero's common shares are currently 
listed on the Toronto Stock Exchange (symbol CDU), the NYSE-Amex (symbol 
CDY) and the Frankfurt Stock Exchange (symbol CR5). For further details on 
Cardero readers are referred to Cardero's web site (www.cardero.com), 
Canadian regulatory filings on SEDAR at www.sedar.com and United States 
regulatory filings on EDGAR at www.sec.gov.

About Kria Resources Ltd.

Kria Resources is a base metal exploration and development company focused 
on high-quality, advanced-stage base metal assets. Kria's primary asset is 
the Halfmile Lake and Stratmat properties near Bathurst, New Brunswick. The 
Halfmile Lake and Stratmat projects are optioned by Kria from Xstrata, 
which is currently the largest shareholder of Kria.

The Halfmile Lake property has a NI 43-101 compliant Indicated mineral 
resource estimate of 6.26 million tonnes grading 8.13% zinc, 2.58% lead, 
0.22% copper and 30.78 g/t silver using a 5.0% capped zinc equivalent 
cut-off grade and an Inferred resource estimate of 6.08 million tonnes 
grading 6.69% zinc, 1.83% lead, 0.14% copper and 20.51 g/t silver using a 
5.0% capped zinc equivalent cut-off grade. A National Instrument (NI) 
43-101 technical report estimates that the Stratmat Deposit has an Inferred 
Mineral resource of 5.52 million tonnes grading 6.11% zinc, 2.59% lead, 
0.40% copper and 54.21 g/tonne silver (8.16% Zn equivalent) using a 5.0% 
zinc equivalent cut-off grade.

Kria completed a preliminary economic assessment ("PEA") on its Halfmile 
Lake project in July 2009 that estimated a pre-tax NPV of C$587 million and 
IRR of over 16%. The PEA indicated there is potential to create a combined 
Halfmile Lake/Stratmat project that would improve the project's economics 
if the mineral resource from Kria's nearby Stratmat property is combined 
with the mineral resource from Halfmile Lake. On March 31, 2010 the Company 
announced the engagement of Wardrop Engineering for the completion of a PEA 
for the combined Halfmile Lake and Stratmat deposits.

Kria also has the Ruttan copper-zinc sulphide project near Leaf Rapids, 
Manitoba that has an NI 43-101 compliant mineral inferred resource estimate 
of 19.75 million tonnes grading 1.17% copper and 1.47% zinc using a 1.0% 
capped copper equivalent cut-off grade.

The scientific and technical contents of this press release have been 
supervised, reviewed and approved by Steve Davies, P. Eng., Vice President 
Operations of Kria and Dayle Rusk, P. Geo., Vice President Exploration of 
Kria, both of whom are Qualified Persons as defined under NI 43-101 
guidelines.

Please refer to the Company's technical reports filed on SEDAR for details 
regarding the NI 43-101 compliant resource estimates on Halfmile, Stratmat 
and Ruttan. Additional information is available at www.kriaresources.com.

Cautionary Note Regarding Forward-Looking Information

This press release contains "forward-looking information" within the 
meaning of applicable Canadian securities legislation. Forward-looking 
information includes, but is not limited to, statements with respect to 
exploration prospects, the completion of the private placement financing as 
proposed, the timing with respect to the completion of the financing, and 
timing with respect to all regulatory approvals and shareholder approvals, 
if required. Generally, forward-looking information can be identified by 
the use of forward-looking terminology such as "plans", "expects" or "does 
not expect", "is expected", "budget", "scheduled", "estimates", 
"forecasts", "intends", "anticipates" or "does not anticipate", or 
"believes", or variations of such words and phrases or state that certain 
actions, events or results "may", "could", "would", "might" or "will be 
taken", "occur" or "be achieved. Forward-looking information is subject to 
known and unknown risks, uncertainties and other factors that may cause the 
actual results, level of activity, performance or achievements of the 
Company to be materially different from those expressed or implied by such 
forward-looking information, including but not limited to: general 
business, economic, competitive, political and social uncertainties; the 
actual results of current exploration activities; timing and availability 
of external financing on acceptable terms; conclusions of economic 
evaluations; changes in project parameters as plans continue to be refined; 
future prices of mineral prices; failure of plant, equipment or processes 
to operate as anticipated; accidents, labour disputes and other risks of 
the mining industry; and delays in obtaining governmental approvals or 
required financing or in the completion of activities. Although the Company 
has attempted to identify important factors that could cause actual results 
to differ materially from those contained in forward-looking information, 
there may be other factors that cause results not to be as anticipated, 
estimated or intended. There can be no assurance that such information will 
prove to be accurate, as actual results and future events could differ 
materially from those anticipated in such statements. Accordingly, readers 
should not place undue reliance on forward-looking information. The Company 
does not undertake to update any forward-looking information, except in 
accordance with applicable securities laws.

-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Kria Resources Ltd.
Heather Colpitts
Manager, Investor and Public Relations
416-861-5803
info@kriaresources.com
www.kriaresources.com

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.

 

 

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