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Another PP attempt by KNR management. Debenture plus shares

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Sam Dan Member Level  Wednesday, 04/18/18 08:50:43 AM
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Another PP attempt by KNR management. Debenture plus shares
Hope it is successful but priced above Market prices right now.

"Kontrol Energy Corp. (CSE: KNR)(FSE: 1K8) (the "Company" or "Kontrol") announces the commencement of a non-brokered private placement (the "Offering") of up to $5,000,000 of units at a price of $1,000 per unit, each unit to be comprised of one $750, 7% unsecured, non-convertible debenture (each, a "Debenture") and 300 common shares (each, a "Common Share") of the Company, priced at $0.83 per share, with one half common share purchase Warrant, exercisable at a price of $1.10 and a term of 30 months from the closing date.
The Company intends to raise the proceeds through multiple closings over the next 4 to 6 months in order to time the raising of capital to closer align to the closing of acquisitions under Letter of Intent or currently in due diligence. The majority of the net proceeds from the Offering will be used to finance acquisitions of operating businesses and technologies in the energy efficiency sector as part of the Company's overall growth strategy.

The Debentures will bear interest at a rate of 7% per annum, payable quarterly in arrears and will mature on April 25, 2021 (the "Maturity Date"). The Debentures are non-convertible and non-redeemable. The Debentures partially comprising the Units are not listed on any stock exchange or market. The Common Shares of the Corporation are listed on the Canadian Securities Exchange ("CSE") and trade under the symbol "KNR". The Debentures and Common Shares comprising the Units will be subject to a resale restriction for four months and one day from their date of issuance.

The Company may pay to an Agent or sub-agent, subject to the President's List, a cash fee in an amount not exceeding 8% of the aggregate Gross Proceeds of the sale of Units attributable to the Agent or sub-agent, and/or the issuance of share purchase warrants of the Corporation (the "Finder's Warrants") not exceeding 7% of the Gross Proceeds in respect to such sales. Each Finder's Warrant will be exercisable to purchase one additional common shares of the Corporation (the "Finder's Warrant Shares") at a price per share determined by the Company, and/or to the provisions of the Canadian Securities Exchange Policy 6 – Distributions, for a period of 30 months from the closing date.

"Our ability to acquire strong operating companies, which are a fit for our vertical integration strategy, along with our ability to finance these acquisitions with a blend of debt and equity is a significant value to our shareholders. We are adding revenue and earnings while maintaining a strong capital structure with an emphasis on minimizing dilution," says Paul Ghezzi, CEO of Kontrol Energy. "With less than 30 million shares outstanding, on a fully diluted basis, we are keenly focused on driving shareholder value."

The Offering will be made by way of private placement in Canada and may be offered in other jurisdictions where they can be issued, exempt from any prospectus, registration or other similar requirements. The Offering is subject to certain conditions including, but not limited to, the approval of the Canadian Securities Exchange.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold inthe United States absent registration or applicable exemption from the registration requirements. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Kontrol Energy Corp.

Kontrol Energy Corp. (CSE:KNR, FSE:1K8) is a leader in energy efficiency solutions and technology. Through a disciplined mergers and acquisition strategy, combined with organic growth, Kontrol Energy Corp. provides market-based energy solutions to our customers designed to reduce their overall cost of energy while providing a corresponding reduction in Green House Gas (GHG) emissions.




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