THUNDER BAY, ON, Aug. 6, 2014 /CNW/ - Kesselrun Resources Ltd.
(TSXV:KES) ("Kesselrun") announces that it has given written notice
to Goldlund Resources Inc. ("Goldlund") to exercise Kesselrun's Put
Right to transfer its 10% non-diluting interest in the Goldlund
Project back to Goldund in exchange for $2,000,000 of senior unsecured convertible
debentures (the "Convertible Debentures") of the parent company of
Goldlund ("Parentco"). The transaction is expected to be
completed on or about August 15,
2014.
Kesselrun acquired an undivided 10% non-diluting interest in
certain mining claims, mining patents and mining leases comprising
the Goldlund Project located near the town of Sioux Lookout, Ontario by incurring aggregate
exploration expenditures on the property of $1,000,000 by December 31,
2013 (please see Kesselrun press releases dated November 20, 2013, February 19, 2014 and July
17, 2014).
The Convertible Debentures of Parentco will mature on the date
which is seven years following their date of issuance, and will
earn interest at a fixed rate of 10% per annum compounded annually.
At the election of Parentco, up to 50% of the interest may be paid
by the issuance of additional Convertible Debentures of Parentco.
In the event of a liquidity event, the principal amount and all
accrued and unpaid interest will automatically convert to common
shares of Parentco or the subsidiary of Parentco which is the
subject of the liquidity event, at a conversion price per common
share that is equal to 50% of the value of each common share as
determined in the context of such liquidity event. A liquidity
event includes any of: a) an initial public offering of common
shares or units of Parentco or a subsidiary of Parentco, b) a
reverse take-over by a publicly listed company of all the issued
and outstanding shares of Parentco or a subsidiary of Parentco, or
c) the sale of a majority of the issued and outstanding common
shares of Parentco or a subsidiary of Parentco representing a
change of control. The Convertible Debentures of Parentco will be
subject to certain restrictions on transfer, and a right of first
refusal in favour of Parentco. Subject to certain exceptions, the
Convertible Debentures of Parentco will not be redeemable prior to
the third (3rd) anniversary of the date of issuance thereof unless
agreed to by the holder, after which they will be redeemable, in
cash, at the option of Parentco at the principal amount plus all
accrued and unpaid interest.
Michael Thompson, P. Geo.,
President & CEO of Kesselrun, is the Qualified Person as
defined by National Instrument 43-101 and has approved the
technical information in this news release.
About Kesselrun Resources Ltd.
Kesselrun Resources is a Thunder Bay,
Ontario-based mineral exploration company focused on growth
through property acquisitions and discoveries. Kesselrun's
management team possesses strong geological and exploration
expertise with particular experience in Northwest Ontario. For more information about
Kesselrun Resources, please visit www.kesselrunresources.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 news release.
Forward Looking Statements - Certain information set forth in
this news release may contain forward-looking statements that
involve substantial known and unknown risks and uncertainties.
These forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond the control of
Kesselrun, Goldlund and Parentco, including, but not limited to the
impact of general economic conditions, industry conditions,
volatility of commodity prices, dependence upon regulatory
approvals, the execution of definitive documentation, the
availability of financing and exploration risk. Readers are
cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements.
SOURCE Kesselrun Resources Ltd.
