17:06:34 EST Thu 05 Nov 2026
Enter Symbol
or Name
USA
CA



Kua Investments target amends private placement terms

2026-11-05 16:09 ET - News Release

Mr. Derek Lew reports

KUA INVESTMENTS ANNOUNCES AMENDMENT TO THE TERMS OF THE CONCURRENT FINANCING

Further to its previous press release dated Oct. 19, 2026, Kua Investments Inc. has amended the terms of the concurrent financing for subscription receipts, in connection with Kua's proposed qualifying transaction to acquire Placements Appalache Ltee. (PAL).

Updates to the terms of the private placement of subscription receipts of PAL

Prior to completion of the qualifying transaction, PAL intends to complete a brokered and/or non-brokered private placement for aggregate gross proceeds of not less than $3-million (the minimum offering) and not more than $6-million (the maximum offering), consisting of any combination of: (i) subscription receipts of PAL (the non-flow-through subscription receipts) at a price of 25 cents per non-flow-through subscription receipt; and (ii) flow-through subscription receipts of PAL, which will now be issued at a price of 30 cents per flow-through subscription receipt (collectively, the concurrent financing). PAL may elect, in its sole discretion, to issue up to $1.8-million of flow-through subscription receipts as part of the minimum offering and up to $2.6-million of flow-through subscription receipts as part of the maximum offering. PAL may elect not to exercise the flow-through election and may complete the concurrent financing entirely through the issuance of non-flow-through subscription receipts.

Upon satisfaction of certain conditions (collectively, the escrow release conditions), each subscription receipt will be deemed automatically exercised (for no further consideration and with no further action on the part of the holder thereof) for: (i) in the case of the non-flow-through subscription receipts, one unit of PAL (each, a non-flow-through unit),with each non-flow-through unit consisting of one common share of PAL (each, a PAL non-flow-through share) and one common share purchase warrant of PAL; and (ii) in the case of the flow-through subscription receipts, one unit of PAL (each, a flow-through unit), with each flow-through unit consisting of one flow-through share of PAL (each, a PAL flow-through share) that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and Subsection 359.1 of the Taxation Act (Quebec) and one warrant. Each warrant underlying a non-flow-through unit will entitle the holder thereof to purchase one PAL non-flow-through share at an exercise price of 50 cents for a period of three years from the date of issuance thereof, and each warrant underlying a flow-through unit will entitle the holder thereof to purchase one PAL non-flow-through share at an exercise price of 35 cents for a period of 18 months from the date of issuance thereof. The PAL non-flow-through shares, the PAL flow-through shares and warrants issued upon conversion of the non-flow-through subscription receipts and flow-through subscription receipts will then be immediately exchanged for one share and one warrant of the resulting issuer.

The use of proceeds from the concurrent financing and the compensation payable to eligible finders and brokers will remain as described in the previous press release.

Updates to the consolidated capitalization

The following table sets forth the pro forma share capital of the resulting issuer, on a consolidated basis, after giving effect to the qualifying transaction and assuming that the flow-through election, as amended, is exercised.

Selected pro forma consolidated financial information

The following sets out selected pro forma consolidated financial information as at June 30, 2026, of the resulting issuer, assuming the completion of the concurrent financing and assuming that the flow-through election, as amended, is exercised.

Further information

The company plans to issue additional news releases providing further details in respect of the proposed qualifying transaction, the definitive agreement, additional terms of the concurrent financing and other material information as it becomes available.

For additional information concerning the company, PAL, the resulting issuer, the qualifying transaction and the concurrent financing, please refer to the company's news releases dated Oct. 19, 2026, June 18, 2026, and Feb. 6, 2026, which are available under Kua's SEDAR+ profile, and the filing statement, which will be filed under Kua's SEDAR+ profile.

Trading in the Kua shares is presently halted. It is uncertain whether the Kua shares will resume trading until the qualifying transaction is completed and approved by the exchange.

There are not any interests in the qualifying transaction held by non-arm's-length parties to Kua or PAL.

About Placements Appalache Ltee.

PAL is a non-reporting issuer incorporated in 1966, validly incorporated and subsisting under the laws of the Province of Quebec. PAL has been operating in the Canadian mining industry since more than 50 years and has developed a precise and unique expertise over the Canadian silica market. PAL owns exclusive mining rights of an ultrawhite high-purity silica deposit on the bank of the St-Lawrence Gulf, situated at Baie-Johan-Beetz, Que.

About Kua Investments Inc.

Kua Investments is a Canada-based capital pool company within the meaning of the policies of the exchange. The principal business of the company is the identification and evaluation of a qualifying transaction under the policies of the exchange and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. The company has not commenced commercial operations and has no assets other than cash.

We seek Safe Harbor.

© 2026 Canjex Publishing Ltd. All rights reserved.