Mr.
Harry Chew reports
KICHONA MINERALS CLOSES ACQUISITION OF FRP HIGHWAY 101 CLAIMS,
PRIVATE PLACEMENT AND SHARES FOR DEBT SETTLEMENT;
COMPLETES REACTIVATION ONTO TSX-V VENTURE EXCHANGE
Olivier Ventures Inc. has closed its acquisition of the right to acquire a 100-per-cent interest in the FRP Highway 101 claims under a definitive option agreement with the owner of the claims dated March 16, 2026 (the effective date). The property consists of 23 contiguous mining claims totalling approximately 471 hectares from the individual who is the registered owner of the claims (the optionor). The claims are located in the Frecheville township within the Larder Lake mining division of Ontario and are known as the FRP Highway 101 claims. The optionor is at arm's length to the company.
Under the terms of the agreement, the company must pay a total of $72,500 in cash, issue a total of 200,000 common shares of the company and incur a total of $250,000 in eligible exploration expenditures on the property over a four-year period according to the following timeline:
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Issue 50,000 fully paid shares of the company within 15 days of today's date, pay $2,500 to the optionor on the closing date and incur a minimum of $75,000 in eligible expenditures on the property within one year of the closing date;
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Pay $5,000 to the optionor and incur a minimum of $25,000 in eligible expenditures within two years following the closing date;
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Issue 50,000 fully paid shares, pay $15,000 to the optionor and incur a minimum of $50,000 in eligible expenditures within three years following the closing date;
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Issue 100,000 fully paid shares, pay $50,000 to the optionor and incur a minimum of $100,000 in eligible expenditures within four years following the closing date.
The company has now completed the first payment of $2,500 and issued 50,000 common shares to the optionor.
Additionally, the property will be subject to a 2-per-cent NSR (net smelter return) royalty in favour of the optionor, of which the company has an irrevocable right to purchase 1 per cent at any time after the option has been exercised for a cash payment of $500,000. The company has the right but not the obligation to accelerate the exercise of the option by meeting the above requirements on an expedited basis. There were no finders' fees associated with the agreement.
Reactivation and trading
As a result of the acquisition, the company will graduate from the NEX and will commence trading as a Tier 2 mining issuer on the TSX Venture Exchange under the name Kichona Minerals Inc. with the ticker symbol KIC, effective as of the opening of trading on Tuesday, Nov. 10, 2026.
About FRP Highway 101 claims
The FRP Highway 101 gold property consists of 23 contiguous claims in central Frecheville township numbered 543788 to 543810, nestled in the midst of the prolific mining camps of Timmins, located approximately 120 kilometres to the west, Kirkland Lake, which lies 52 km to the southwest, and, Rouyn-Noranda, about 60 km to the southeast of the property. The FRP Gold Property adjoins the Agnico Eagle (formerly Kirkland Lake Gold Inc.) property, which hosts the former-producing Holt and Holloway mines.
According to regional geological mapping carried out by the Ontario Geological Survey (Ayer, Berger and Trowell, 1999), the northern branch of the Porcupine Destor deformation zone (PDDZ) is projected through the centre of the property. There are outcrop exposures in the northern and southern portions of the property, but the central area through which the PDDZ is projected is extensively covered with glacial sand and clay.
The technical content of this release has been reviewed and approved by Frank R. Ploeger, PGeo, the qualified person for the company under National Instrument 43-101, and the company has entered into a consulting agreement with Mr. Ploeger to provide these services. Mr. Ploeger is also the owner of the property and a shareholder of the company. A technical report prepared on the Property under NI 43-101 has been filed on SEDAR+ under the company's profile.
Offering
Concurrent with the closing of the acquisition, the company closed its non-brokered private placement for gross proceeds of $324,560. The offering consisted of up to 744,444 flow-through units at a price of nine cents per flow-through unit for gross proceeds of $67,000. The flow-through units consisted of one flow-through share and one-half of one common share purchase warrant of the company. Each whole flow-through warrant is exercisable to purchase one non-flow through common share of the company at a price of 12 cents for a term of two years from the closing date. The offering also comprised 3,219,500 non-flow-through units at a price of eight cents for gross proceeds of $257,560. Each non-flow-through unit consisted of one common share and one whole share purchase warrant, with each non-flow-through warrant exercisable for one additional common share of the company at a price of 10 cents for a period of two years from the date of issue.
All common shares (flow-through or not) and all warrants issued in conjunction with the offering will be subject to a hold period of four months and one day from their date of issuance. The company paid finders' fees of $560 in cash in connection with the offering.
The portion of the offering completed with certain insiders of the company constituted related party transactions for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on the exemption from the formal valuation requirement in MI 61-101 provided under Section 5.5(b) of MI 61-101 on the basis that the company's shares are not listed on any of the specified markets listed in MI 61-101. They are also exempt from the majority of the minority approval requirement in MI 61-101 under Section 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value (as determined under MI 61-101) of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involves the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).
Debt settlement
Concurrent with the closing of the acquisition and the offering, the company also closed a shares-for-debt settlement of $772,000 of debt with six arm's-length creditors of the company through the issuance of up to 9.65 million common shares of the company at a deemed price of eight cents per share. The shares issued in association with the debt settlement are subject to seed share resale restrictions in accordance with TSX-V Policy 5.4, and will be subject to release in 20-per-cent increments every three months over the course of one year from their date of issuance. No new insiders were created as a result of the offering and the debt settlement.
Early warning
Trent Hunter, a current director and insider of the company, subscribed for 444,444 flow-through units in the offering. When combined with his previous direct and indirect holdings, Mr. Hunter now owns a total of 7,745,611 common shares of the company, which is 12.55 per cent of the company's current issued and outstanding shares. Mr. Hunter also holds warrants and stock options to acquire a further 622,222 shares, which, when combined with its current shareholdings (assuming exercise of all of those warrants), would result in total shareholdings of 8,367,833 shares of the company, or 13.42 per cent of the total issued shares of the company on a partially diluted basis. This represents a decrease of over 2 per cent of those holdings compared with Mr. Hunter's last filed early warning report as a result of the additional issuances of securities by the company. Mr. Hunter intends to hold the shares for investment purposes. Depending upon market conditions and other factors, he may, from time to time, acquire additional securities of the company on the open market or through private acquisitions, sell some or all of his existing shareholdings in the company in accordance with applicable securities laws, or continue to hold his current position.
About Kichona Minerals Inc.
Kichona Minerals was incorporated on March 25, 1981, under the laws of the Province of British Columbia. On Feb. 28, 2023, the company changed its name from Pacific Paradym Energy Inc. to Olivier Ventures Inc. and then to Kichona Minerals Inc. on Nov. 5, 2026.
The company transitioned from the oil and gas sector to mining exploration in November, 2026, by acquiring the FRP Highway 101 claims, located in the Frecheville township, within the Larder Lake mining division of Ontario. The company is also looking to add mining claims to its existing portfolio should the opportunity arise. The company's registered address is at Suite 201, 820 West Broadway, Vancouver, B.C., V5Z 1J8. The company's shares trade on the TSX-V under the symbol KIC.
We seek Safe Harbor.
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