Mr. Derek Lew
reports
KUA INVESTMENTS INC. SIGNS DEFINITIVE AGREEMENT WITH PLACEMENTS
APPALACHE LIMITEE FOR PROPOSED QUALIFYING TRANSACTION
Kua Investments Inc. has
entered into a share exchange agreement (the definitive agreement) with Placements Appalache
Ltee. (PAL), a privately owned Canadian company, established in the province of Quebec, at arm's
length, which is expected to constitute the qualifying transaction (as such term is defined in policies of
the TSX Venture Exchange) of Kua. Upon completion, PAL
will operate as a wholly owned subsidiary of Kua and form the business of the company (the resulting
issuer). 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, Que. (the Crete White property).
Pursuant to the definitive agreement, the company will acquire all of the outstanding shares of PAL in exchange for that number of fully paid and non-assessable common shares of Kua equal,
in the aggregate, to the quotient obtained by dividing the pretransaction equity value of PAL, currently
expected to be $15-million, by the price per security issued under the concurrent financing (as defined
below), currently expected to be 25 cents, or such other price as the parties may agree in writing.
PAL intends to complete one or more brokered and/or non-brokered private placements of subscription
receipts and such other securities as may be approved by the company for a minimum of $3-million and a maximum of $6-million to finance exploration and
development at the Crete White property, general working capital and transaction expenses (the
concurrent financing). Concurrently with the completion of the proposed transaction, it is expected that
the permitted financing securities will be automatically exchanged, for no additional consideration and
without requiring any further consent of the holders thereof, into shares of the resulting issuer.
The proposed transaction is expected to close by July 31, 2026. The completion of the proposed transaction
is subject to a number of terms and conditions, including, among other things: (i) there being no material
adverse change in respect of the business of PAL and Kua; (ii) the receipt of all necessary consents, orders
and approvals, including the conditional approval of the TSX-V; and (iii) other customary conditions of
closing for a transaction in the nature of the proposed transaction as set out in the definitive agreement.
The proposed transaction is an arm's-length transaction in accordance with the policies of the TSX-V and is
not subject to the approval of the shareholders of Kua, except as required by applicable corporate law.
It is planned that, upon completion of the proposed transaction, the principals of Kua, Benoit Marleau and
Jean Marleau, will be appointed chief executive officer and chairman and chief operating officer, respectively, of the resulting issuer and will
both be appointed to the board of directors. It is further expected that the name of the resulting issuer will
be changed to a name mutually agreed upon by the parties, effective following completion of the proposed transaction.
The full terms of the concurrent financing and the proposed transaction will be provided in a future press
release or press releases that will include all the required disclosure pursuant to TSX-V Policy 2.4, Section
11.2, to be considered a comprehensive news release, including the proposed capital structure of the resulting issuer, financial information respecting Kua, and the names and backgrounds of all persons who
will constitute insiders of the resulting issuer.
Trading in the common shares of Kua is currently halted in accordance with the policies of the TSX-V and
will remain halted until the closing of the proposed transaction or such earlier time as may be permitted.
Upon completion of the proposed 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.
About Placements Appalache Ltee.
Placements Appalache 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
for 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.
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