Subject: Kua Investments Inc. News release
PDF Document
File: Attachment 06 02 2026 KUA news release LOI with PAL Final.pdf
KUA INVESTMENTS SIGNS LETTER OF INTENT WITH PLACEMENTS APPALACHE
LIMITEE TO ACQUIRE UP TO A 100% INTEREST IN THE BAIE-JOHAN-BEETZ PROJECT
Not for distribution to U.S. news wire services or dissemination in the United States
FOR IMMEDIATE RELEASE
Vancouver, British Columbia February 6, 2026
KUA Investments Inc. (TSXV: KUAI-P.V) ("KUA" or the "Company") is pleased to announce that it has
entered into a letter of intent (the "LOI") dated January 31, 2026 with Placements Appalache Limitee
("PAL"), a privately owned Canadian company, established in the province of Quebec, at arm's length.
Since 1977, PAL has exclusive mining rights over High Purity Quartz/Silica deposits on the banks of the
St-Lawrence gulf, situated at Baie-Johan-Beetz, Quebec.
Pursuant to the LOI, KUA and PAL (the "Parties" or individually as a "Party") intend to enter into an
arm's length business combination transaction (the "Transaction") intended to constitute a Qualifying
Transaction as defined under TSX Venture Exchange (the "Exchange") Policy 2.4 Capital Pool
Companies program ("Policy 2.4"). Upon completion of the Transaction, it is anticipated that the current
shareholders of PAL will hold a majority of the outstanding voting securities of KUA.
PAL has been active in Canada's silica mining industry for over 50 years, developing unique expertise in
the silica market. Its Baie-Johan-Beetz deposit, located on the north shore of the Gulf of St. Lawrence,
spans 54.22 hectares of ultra-white, High Purity Quartz/Silica. Ideally suited for open-pit quarry extraction,
the deposit lies less than 800 meters from the main road and is complemented by 383.24 hectares of
unexplored claims, offering significant expansion potential.
Designated a critical and strategic mineral in Canada since 2024, High Purity Quartz/Silica (commonly
known as HPQ) is the feedstock for silicon metal and for the manufacture of fused-silica crucibles, which
are essential for solar panels, semiconductors, microchips, batteries, fiber optics, and other advanced
technologies. Material that does not meet the specifications for silicon metal feedstock or high-tech
applications will be directed to other markets.
Terms of the Transaction
Pursuant to the LOI, the Transaction will be structured as a reverse takeover, whereby the shareholders of
PAL will exchange their securities for securities of KUA. The Transaction is expected to be completed by
way of an amalgamation, plan of arrangement, share exchange, or another structure as mutually agreed
upon by the Parties and approved by the Exchange and applicable regulatory authorities. The final structure
will be determined based on legal, tax, and accounting advice to optimize efficiency and compliance, and
will be detailed in a definitive agreement (the "Definitive Agreement").
The consideration to PAL shareholders is expected to comprise 60,000,000 new KUA shares assuming a
price of C$0.25 per share (the "Consideration Shares") and implying an equity value for PAL of C$15
million. In connection with this pricing, the outstanding KUA shares will be consolidated, or the exchange
ratio adjusted, so that their aggregate value is fixed at$781,250.
Private Placement
PAL intends to complete a concurrent private placement (the "Private Placement") for a minimum of
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$3,000,000 and a maximum of $6,000,000, at a price determined in the context of market conditions, in
each case at the sole discretion of PAL. The proceeds shall satisfy the minimum listing requirements of the
TSXV pursuant to Policy 2.4. Further disclosure of the terms and conditions of the Private Placement will
be provided upon the further agreement and settlement of the terms and conditions thereof between the
Parties. On closing, PAL shall pay an advisory fee in shares to Ansacha Capital, an arm's length party. PAL
may pay customary broker and finder's fees and expenses in connection with the Private Placement, in
accordance with TSXV Policy 2.4.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship
requirement is obtained. PAL intends to apply for a waiver from sponsorship for the Transaction. There is
no assurance that a waiver from this requirement will be obtained.
The Parties intend to provide any additional information regarding sponsorship at a later date, once
determined by the Parties. In the event that the TSXV does not grant an exemption from the sponsorship
requirements of the TSXV, the Parties would be required to engage a sponsor.
Proposed Directors and Officers of the Resulting Issuer and Name Change
It is expected that the board of directors and officers of the resulting issuer will be reconstituted to be
comprised of individuals nominated by PAL, subject to compliance with the requirements of the TSXV,
and applicable corporate and securities laws. KUA and PAL will make further announcements as
appointments of its respective officers and directors are made. None of the current directors and officers of
KUA are excepted to remain after the completion of the Transaction. Further, KUA will change its name
to such name as determined by PAL concurrent with the closing of the Transaction, subject to regulatory
approval.
Financial Statements of PAL
The financial statements of PAL are currently being generated and the Parties expect to provide an update
with respect to such financial information in a subsequent press release in accordance with Policy 2.4.
Additional Information
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement
to be prepared in connection with the Transaction, any information released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a
capital pool company should be considered highly speculative.
Trading in the common shares of the Company will remain halted until the closing or termination of the
Transaction. Upon completion of the Transaction, it is expected that the Company will be a Tier 2 Mining
Issuer on the Exchange. The Exchange has in no way passed upon the merits of the proposed Transaction
and has neither approved nor disapproved the contents of this press release. Further information with respect
to the proposed Transaction will be provided in subsequent press releases.
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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 Capital Canada Ltd. 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.
Certain information in this press release may contain forward-looking statements. This information is based
on current expectations that are subject to significant risks and uncertainties that are difficult to predict.
Actual results might differ materially from results suggested in any forward-looking statements. KUA
assumes no obligation to update the forward-looking statements, or to update the reasons why actual results
could differ from those reflected in the forward-looking statements unless and until required by securities
laws applicable to KUA. Additional information identifying risks and uncertainties is contained in filings by
KUA with the Canadian securities regulators, which filings are available at www.sedarplus.ca.
Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially from those expressed or implied. These risks and
uncertainties include, among other things, changes in general economic, business and political conditions,
and the availability of financing.
Although the Company believes that the expectations reflected in the forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be correct. Readers should not place
undue reliance on forward-looking statements. The Company undertakes no obligation to update forward-
looking statements except as required by law.
For more information about KUA, please contact Derek Lew, Chief Executive Officer, at 604-895-
7267.
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