Acquisition of Shares

Rhea-AI Summary

KGL Resources (OTC:KGLLF) announced that Arnold Kondrat acquired 8,857,142 common shares on February 10, 2026, representing approximately 60.23% of 14,706,632 issued and outstanding shares on a non-diluted basis.

The shares were bought by private agreement for aggregate consideration of Cdn$620,000 (about C$0.07 per share), satisfied via a reduction in Kondrat's compensation entitlement arising from a seller's plan of arrangement. Kondrat relied on the private-agreement takeover bid exemption and will file an Early Warning Report under NI 62-103.

Positive

• Acquirer gained majority control with 60.23% ownership
• Transaction completed quickly via private agreement on February 10, 2026

Negative

• Public float materially reduced by majority stake, potentially lowering liquidity
• Consideration of Cdn$620,000 (C$0.07 per share) may concentrate ownership at a low price

Toronto, Ontario--(Newsfile Corp. - February 11, 2026) - Arnold Kondrat ("Kondrat") announces that he acquired on February 10, 2026 direct ownership of 8,857,142 common shares of KGL Resources Ltd. ("KGL"), representing approximately 60.23% of the 14,706,632 issued and outstanding common shares of KGL. Kondrat did not own any common shares of KGL prior to this acquisition such that, immediately following the acquisition, Kondrat now directly owns 8,857,142 common shares of KGL, representing approximately 60.23% of the issued and outstanding common shares of KGL on a non-diluted basis.

Kondrat acquired the 8,857,142 common shares of KGL (the "KGL Shares") by way of a private agreement as part of a divesture transaction carried out by the seller of the KGL Shares (the "Seller") in connection with a plan of arrangement involving the Seller (the "Arrangement"). This divesture transaction involved the Seller disposing of certain assets which included the KGL Shares. Kondrat and the Seller agreed in the agreement for the divesture transaction that the value of the consideration for the KGL Shares shall be an aggregate of Cdn$620,000 (which represents approximately Cdn$0.07 per KGL Share). This consideration was satisfied by way of Kondrat accepting a reduction in Kondrat's compensation entitlement from the Seller resulting from the closing of the Arrangement.

Kondrat acquired the KGL Shares for investment purposes. Kondrat does not have any present intention to acquire additional securities of KGL but may, depending on the market and other conditions, increase or decrease his beneficial ownership of securities of KGL, whether in the open market, by privately negotiated agreements or otherwise, subject to general market conditions and other available investment and business opportunities.

Kondrat relied on the "private agreement" take-over bid exemption set out in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids, in acquiring the KGL Shares. The facts supporting reliance on this exemption are as follows: (a) the acquisition of the KGL Shares by Kondrat was made from one seller; (b) the bid was made to one shareholder only and was not made generally to holders of common shares of KGL, and there is more than five holders of common shares of KGL; and (c) there is a published market for the common shares of KGL (the common shares trade on the NEX Board of the TSX Venture Exchange), and the value of the consideration paid by Kondrat for any of the KGL Shares, including brokerage fees or commissions, was not greater than 115% of the market price of the common shares of KGL at the date of the bid as determined in accordance with section 1.11 of National Instrument 62-104 - Take-Over Bids and Issuer Bids.

The "early warning" disclosure above is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which KGL is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). The Early Warning Report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of KGL at www.sedarplus.ca.

Kondrat's address and KGL's address is 4120 Yonge Street, Suite 304, Toronto, Ontario, M2P 2B8, Canada. For further information or to obtain a copy of the Early Warning Report, please contact:

Arnold Kondrat
Phone: (416) 366-7300

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283528

FAQ

Who acquired a majority stake in KGL Resources (KGLLF) on February 10, 2026?

Arnold Kondrat acquired a majority stake on February 10, 2026. According to the company, Kondrat purchased 8,857,142 shares, equal to approximately 60.23% of issued and outstanding common shares.

How much did Arnold Kondrat pay for the KGLLF shares and what was the per-share price?

The aggregate consideration was Cdn$620,000, about C$0.07 per share. According to the company, payment was satisfied by reducing Kondrat's compensation entitlement related to the seller's arrangement.

Why did Kondrat rely on the private-agreement takeover exemption for the KGLLF purchase?

Kondrat relied on the private-agreement exemption under NI 62-104 because the acquisition was from one seller to one buyer. According to the company, conditions for the exemption and market-price limits were met.

Will KGL Resources (KGLLF) file regulatory disclosure after the share purchase?

Yes. An Early Warning Report will be filed under NI 62-103. According to the company, the report with additional information will be made available on SEDAR+.

Does Arnold Kondrat plan to buy more KGLLF shares after acquiring 60.23%?

Kondrat stated he has no present intention to acquire additional securities but may change holdings. According to the company, future changes will depend on market and other investment conditions.