17:20:37 EST Thu 05 Nov 2026
Enter Symbol
or Name
USA
CA



Kua Investments Inc
Symbol KUAI
Shares Issued 6,250,001
Recent Sedar+ Documents

Kua Investments target amends private placement terms

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

Subject: Re: Kua Investments Inc. News release November 5, 2026 PDF Document

File: Attachment KUA news release - Updates to the Concurrent Financing.pdf

KUA INVESTMENTS ANNOUNCES AMENDMENT TO THE TERMS OF THE CONCURRENT FINANCING

Not for distribution to U.S. news wire services or dissemination in the United States

FOR IMMEDIATE RELEASE Vancouver, British Columbia November 5, 2026

KUA Investments Inc. (TSXV: KUAI-P.V) ("KUA" or the "Company") is announcing that, further to its previous press release dated October 19, 2026 (the "Previous Press Release"), it has amended the terms of the concurrent financing for subscription receipts, in connection with KUA's proposed qualifying transaction (the "Qualifying Transaction") to acquire Placements Appalache Limitee ("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 $3,000,000 (the "Minimum Offering") and not more than $6,000,000 (the "Maximum Offering"), consisting of any combination of: (i) subscription receipts of PAL (the "Non-FT Subscription Receipts") at a price of $0.25 per Non-FT Subscription Receipt; and (ii) flow-through subscription receipts of PAL (the "FT Subscription Receipts"), which will now be issued at a price of $0.30 per FT Subscription Receipt (collectively, the "Concurrent Financing"). PAL may elect, in its sole discretion, to issue up to $1,800,000 of FT Subscription Receipts as part of the Minimum Offering and up to $2,600,000 of FT Subscription Receipts as part of the Maximum Offering (the "FT Election"). PAL may elect not to exercise the FT Election and may complete the Concurrent Financing entirely through the issuance of Non-FT 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-FT Subscription Receipts, one (1) unit of PAL (each, a "Non-FT Unit"), each Non-FT Unit consisting of one (1) common share of PAL (each, a "PAL Non-FT Share") and one (1) common share purchase warrant of PAL (each, a "Warrant"); and (ii) in the case of the FT Subscription Receipts, one (1) unit of PAL (each, a "FT Unit"), each FT Unit consisting of one (1) flow-through share of PAL (each, a "PAL FT 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 (1) Warrant. Each Warrant underlying a Non-FT Unit will entitle the holder thereof to purchase one (1) PAL Non-FT Share at an exercise price of $0.50 for a period of three (3) years from the date of issuance thereof, and each Warrant underlying an FT Unit will entitle the holder thereof to purchase one (1) PAL Non-FT Share at an exercise price of $0.35 for a period of eighteen (18) months from the date of issuance thereof. The PAL Non-FT Shares, the PAL FT Shares and Warrants issued upon conversion of the Non-FT Subscription Receipts and FT Subscription Receipts will then be immediately exchanged for one share and one warrant of the resulting issuer (the "Resulting Issuer").

This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any sale of any of the securities offered in any jurisdiction where such offer, solicitation or sale would be unlawful, including the United States of America. The securities being offered as part of the Concurrent Financing 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 accordingly may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws, or pursuant to available exemptions therefrom.

- 1 - 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 FT Election, as amended, is exercised:

Description of Issue Number of Resulting Issuer Number of Resulting KUA Shares issued and outstanding Shares After Giving Effect to Issuer Shares After Giving Effect to the the Transaction and the Transaction and the Minimum Offering (post-KUA Maximum Offering Consolidation and post-PAL (post-KUA Stock Split) Consolidation and post-PAL Stock Split) 3,125,000 3,125,000

Issuable to PAL shareholders pursuant to the 60,000,000 60,000,000 Share Exchange Issuable to Concurrent Financing subscribers 10,800,000 22,266,667 Issuable to advisors pursuant to the Share 3,130,000 3,130,000 Exchange Agreement Subtotal Shares Outstanding (Undiluted) 77,055,000 88,521,667 Issuable on exercise of KUA Options 312,500 312,500 Issuable on exercise of Warrants Fully Diluted Total 20,616,240 33,229,573 97,983,740 122,063,740

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 FT Election, as amended, is exercised:

Item Amount assuming Amount Amount Amount the Minimum assuming the assuming the assuming the Cash Offering and Current Assets assuming FT Maximum Minimum Maximum Total Assets Election is not Offering and Offering and Offering and Current Liabilities exercised assuming FT assuming full assuming full Total Liabilities Election is not exercise of the exercise of the Shareholders' Equity 2,843,229 FT Election FT Election 2,901,877 exercised 2,901,877 2,843,229 5,543,229 5,543,229 416,703 2,901,877 5,601,877 416,703 5,601,877 2,485,174 2,901,877 5,601,877 5,601,877 716,703 850,036 416,703 716,703 850,036 416,703 2,185,174 4,751,841 5,185,174

- 2 - 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 October 19, 2026, June 18, 2026 and February 6, 2026, which are available under KUA's SEDAR+ profile at www.sedarplus.ca and the filing statement which will be filed under KUA's SEDAR+ profile at www.sedarplus.ca.

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 Limitee

Placements Appalache Limitee 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 ultra-white High Purity Silica deposits on the bank of the St- Lawrence gulf, situated at Baie-Johan-Beetz, Quebec.

About KUA Investments Inc.

KUA Investments Inc. 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's approval, if required, and acceptance by regulatory authorities. The Company has not commenced commercial operations and has no assets other than cash.

On behalf of the Board of Directors Derek Lew Chief Executive Officer KUA Investments Inc. (604)-895-7267 Derek.lew@growthworks.ca

Forward-Looking Statements Disclaimer

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.

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause KUA's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and

- 3 - similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include, among others, statements relating to expectations regarding the terms, conditions, structure and completion of the Qualifying Transaction (including all required approvals), including the Concurrent Financing, the business plans of the Resulting Issuer and the expected effect of the Qualifying Transaction on future opportunities for the Resulting Issuer and PAL, the anticipated completion of the Qualifying Transaction, the proposed directors and officers of the Resulting Issuer, the proposed name change of the Resulting Issuer; and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) that there is no assurance that the parties will obtain the requisite director, shareholder, regulatory and TSXV approvals for the Qualifying Transaction and related matters; (b) there is no assurance that the Concurrent Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Financing and that the Escrow Release Conditions will be satisfied and within the delays; (c) following completion of the Qualifying Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (d) compliance with government regulation; (e) applicable laws and regulations could adversely affect the Resulting Issuer's business and results of operations; and (f) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. The forward-looking information contained in this news release represents the expectations of KUA as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. KUA undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. For more information about KUA, please contact Derek Lew, Chief Executive Officer, at 604-895- 7267.

- 4 -

© 2026 Canjex Publishing Ltd. All rights reserved.