MinKap Announces Closing of Private Placement and Termination of Agreement with Linceo Media

Toronto, Ontario--(Newsfile Corp. - September 19, 2019) - MinKap Resources Inc. (TSXV: KAP) (the "Company" or "MinKap"), announces that further to its news release of August 8, 2019, the Company has issued an aggregate of 5,000,000 ("Units") at a price of $0.05 per Unit for gross proceeds of $250,000 (the "Offering").

Each Unit consists of one common share (each, a "Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitling the holder thereof to purchase one Common Share at a price of $0.10 for a period of twenty-four (24) months from the closing date.

Further, the Company is pleased to announce that it intends to increase the size of the Offering and close a second tranche, through the issuance of up to an additional 2,000,000 Units for further gross proceeds of up to $100,000. The increase of the Offering remains subject to approval from the TSX Venture Exchange ("TSX-V").

The net proceeds of the offering will be used for general working capital purposes. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day. The Offering remains subject to final acceptance of the TSX-V.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101") as certain insiders of the Company subscribed for an aggregate of 200,000 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

MinKap also announces that further to its press release of February 21, 2019, the property acquisition agreement (the "Agreement") dated February 21, 2019, between the Company and Linceo Media Group Inc. has been terminated by the Company in accordance with the provisions of the Agreement and the transaction contemplated therein will not proceed.

On behalf of the Board of Directors

MinKap Resources Inc.

Jonathan Armes
President & CEO
Phone 1 (416) 708-0243

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 press release.

This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward looking statements reflect the current beliefs and expectations of management and are identified by the use of words including "will", "anticipates", "expected to", "plans", "planned" and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company's management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedar.com. Investors are cautioned not to place undue reliance upon forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/47943