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.