Keon Announces Financing, Shares-For-Debt Settlement, and Board Changes

Vancouver, British Columbia--(Newsfile Corp. - April 18, 2022) - Keon Capital Inc. (TSXV: KEON.H) (the "Company") is pleased to announce its intention to complete an arm's length private placement of up to 2,000,000 Common shares at $0.25 per share for gross proceeds of $500,000 (the "Private placement"). The proceeds of the private placement will be used to repay approximately $148,268 of loans and trade payables. The balance will be used for general working capital purposes. In conjunction with, and contingent upon the completion of, the Private Placement, the Company also proposes to issue 951,576 Common shares at a deemed price of $0.25 per share to settle Company debts of $237,874, including certain amounts owing to Company insiders (the "Debt Settlement"). The issue price of $0.25 per share represents an approximate discount of 25% to the Company's last closing share price of $0.325.

The completion of these transactions remains subject to customary conditions, including the acceptance of the TSX Venture Exchange ("TSXV"). To the extent that the transactions constitute a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions the issuer intends to rely on applicable exemptions from the formal valuation and shareholder approval requirements. The shares issued upon closing of the Private Placement and the Debt Settlement will be subject to a statutory 4-month hold period. There are no finder's fees or commissions payable in connection with these transactions.

John Watson will, upon closing of the transactions, resign from the Board of the Company. John McCleery has agreed to accept an appointment to fill the resulting Board vacancy. Mr. McCleery has been involved in the junior capital markets for over 40 years, primarily in the resource sector. He has served as a director of several reporting issuers and has been a catalyst behind various start-up and early-stage companies.

On behalf of the Board of Directors

"William Murray"

President, CEO and Director
Tel: (604) 288 2553

Forward-Looking Statement Cautions: This news release contains certain "forward-looking statements" within the meaning of Canadian securities legislation, relating to, among other things, the proposed completion of the Private Placement and the Debt Settlement transactions, the intended use of proceeds of the Private Placement, and an anticipated changes to the Company's board of directors. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions that forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except to the extent required by applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Readers are urged to refer to the Company's public disclosure record available through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval (SEDAR) at for a more complete discussion of such risk factors and their potential effects.

Neither 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.

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