Kairos Capital Corporation Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Jan. 5, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Kairos Capital Corporation (TSX VENTURE:KRS.P) ("Kairos" or the "Corporation") is pleased to announce that it has entered into a binding letter agreement with Polar Star Mining Corporation ("Polar Star") dated December 23, 2011 (the "Letter Agreement"), pursuant to which Kairos has agreed to acquire an interest in certain mineral exploration properties located in Chile (the "Acquisition"). The Acquisition, when completed, will constitute the "Qualifying Transaction" of Kairos pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange") and is subject to, among other things, the approval of the Exchange.

About Kairos

Kairos is a capital pool company created to identify potential acquisitions of commercially viable businesses and/or assets that have the potential to generate profits and add shareholder value.

The common shares in the capital of Kairos ("Common Shares") are listed for trading on the Exchange under the trading symbol "KRS.P". It is currently anticipated that trading of the Common Shares will remain halted until the Exchange has reviewed, among other things, the 43-101 Report (as defined below) and all other documents required by the Exchange have been filed.

About Polar Star

Polar Star was originally incorporated under the Business Corporations Act (Ontario) as Polar Mining Corporation. Pursuant to articles of amendment dated August 1, 2007, in connection with a reverse takeover transaction, Polar Star was continued under the Canada Business Corporations Act as Polar Star Mining Corporation. Minera Polar Mining Chile Limitada ("Minera Polar") is an indirect wholly-owned subsidiary of Polar Star and is incorporated under the laws of Chile.

Polar Star is a public company listed on the Toronto Stock Exchange ("TSX") and is an emerging exploration company with a focus on building value in Chile through discovery and development. Its flagship property, Montezuma, covers 40 kilometres of the West Fault and the cross-cutting Esperanza Fault system and is located between Codelco's Radomiro Tomic - Chuquicamata - Ministro Hales (formerly known as Mansa Mina) group of copper-molybdenum porphyry deposits, and Antofagasta PLC's El Tesoro - Esperanza - Polo Sur group of copper-gold porphyry deposits. The head offices of Polar Star are located in Toronto.

The Assets

Polar Star beneficially owns 100% interest in (i) 16 mineral exploration concessions in Chile known as "Nancagua", and (ii) 29 exploration concessions and has an option to acquire 100% in five (5) exploitation concessions known as "Fortuna" (collectively, the "Assets").

Nancagua

Located six (6) kilometres east of the town of Nancagua and 80 kilometres north of Talca, the property consists of 16 exploration concessions totalling 4,800 hectares staked and owned 100% by Minera Polar. The Nancagua property covers an epithermal gold - silver system about 700 metres wide and at least three (3) kilometres long situated on the western flank of the Chilean Central Graben. A strong system of northerly trending faults cuts this sequence and is the locus of extensive hydrothermal alteration and precious metal mineralization. At surface these mineralized faults are zones of quartz veining and silicification within an envelope of sericite - clay alteration containing limonite, hematite and goethite. At depth in drill holes and locally at surface in pervasively silicified zones l-2% pyrite and trace chalcopyrite is present. Quartz tends to be cryptocrystalline and locally drussy. Extensive geological mapping, geochemical sampling and geophysics conducted by Agate Bay Resources ("Agate") in 1994 outlined seven (7) zones of extensive gold and silver enriched veining and silicification. Surface values from these zones range from a few grams of gold and silver to over 15 g/t Au over 2.5 metres width with adjacent wall rocks grading 0.5 to 2.5 g/t Au over several to 10 metres. In 1995-96, Agate also completed two (2) short phases of reconnaissance drilling totalling about 1,600 metres in 20 shallow holes. Significant values were cut in eight (8) holes and range from 1.5 g/t Au and 6.6 g/t Ag over 31 metres to 9.2 g/t Au and 65 g/t Ag over 11 metres.

Fortuna

The Fortuna property consists of 29 exploration concessions totalling 7,700 hectares owned by Minera Polar and 5 exploitation concessions totalling 1,500 hectares owned by a third party with whom Minera Polar holds an option to purchase agreement whereby it can purchase 100% interest in their properties by making staged payments totalling US$1,500,000 by May 2014. Regionally, Fortuna lies within the western part of the El Indio Gold Belt, 35 kilometres west of Barrick Gold Corporation's Pascua-Lama project and covers several extensive hydrothermal alteration zones enriched in gold, silver and copper. They largest of these, the Casablanca Zone, was prospected in 1995-96 by a local Chilean company, Minera Andelá ("Andelá") and visited and check sampled by Agate during this time period. The Casablanca alteration zone covers an area of about 3.5 square kilometres and, based on Andelá and Agate's sampling, is generally auriferous in the range of 0.2-0.5 g/t. However the northern half of the zone contains stronger gold values ranging up to highs of 13.5 g/t with the average of some 50 composite rock chip samples being 1.3 g/t. This zone also shows copper and silver values with the gold in the ranges of 0.1 - 0.39% Cu and 2 - 15 g/t Ag and in this respect has strong similarities to the Cerro Casales gold-copper porphyry in the Maricunga Gold Belt.

The Acquisition

Pursuant to the terms of the Acquisition and subject to the receipt of Exchange approval:

1. upon execution of the Letter Agreement, Kairos loaned $165,000 to Polar Star (the "Polar Star Loan") in order for Polar Star to commence an initial work program on either Nancagua or Fortuna, as determined by Kairos in consultation with Polar Star. The Polar Star Loan shall be non-interest bearing and shall be repayable by Polar Star on December 23, 2012, only if the Qualifying Transaction is not completed, all pursuant to a promissory note to be in a form satisfactory to Kairos and Polar Star;
2. Kairos shall retain an independent firm to complete a National Instrument 43-101 Standards of Disclosure for Mineral Projects compliant geology report in respect of either or both of Nancagua and Fortuna, to be determined by Kairos (the "43-101 Report"). Polar Star shall provide Kairos with access to all information necessary to enable Kairos to prepare the 43-101 Report, which report will be prepared at the cost of Kairos;
3. Kairos shall have the option until September 30, 2013 of spending $600,000 on a mutually agreeable drilling and exploration program on Nancagua and/or spending $850,000 on a mutually agreeable drilling and exploration program on Fortuna properties in exchange for which Kairos shall earn a 51% working interest in each property for which it completes such a program (the "Earning Phase"). Included in the $850,000 drilling and exploration program on Fortuna shall be option payments due to a third party of US$100,000 due May 31, 2012 and US$150,000 due November 30, 2012;
4. Kairos agrees that all annual land holding taxes, property option payments and associated costs (the "Property Costs") for the Assets shall be paid by Kairos. Such Property Costs shall be considered part of the work commitment spending requirements. Once Kairos earns 65% of either property, Property Costs shall be apportioned as to the participants interest;
5. upon Kairos earning a 51% interest in either the Nancagua or Fortuna properties, Kairos and Polar Star shall either establish a joint venture or incorporate a joint venture company which shall be owned 51% by Kairos and 49% by Polar Star (the "Joint Venture Company"). In the event Kairos earns an interest in both the Nancagua and the Fortuna properties, then two (2) Joint Venture Companies will be established;
6. upon completion of the Earning Phase in respect of the Nancagua property, Kairos shall have the option of increasing its interest in the Nancagua property as follows:
   1. if Kairos spends an additional $1,100,000 on the Nancagua property on or before September 30, 2013, Kairos shall earn an additional 9% interest in the Nancagua property;
   2. if Kairos spends an additional $1,500,000 on the Nancagua property on or before September 30, 2014, Kairos shall earn an additional 5% interest in the Nancagua property;
   3. if Kairos spends an additional $3,000,000 on the Nancagua property on or before September 30, 2017 or brings the Nancagua property to production, Kairos shall earn an additional 10% interest in the Nancagua property;
7. upon completion of the Earning Phase in respect of the Fortuna property, Kairos shall have the option of increasing its interest in the Fortuna properties as follows:
   1. if Kairos spends an additional $600,000 on the Fortuna property on or before September 30, 2013, and funds option payments to a third party of US$150,000 due November 30, 2012 and US$250,000 due May 31, 2013, Kairos shall earn an additional 9% interest in the Fortuna property;
   2. if Kairos spends an additional $600,000 on the Fortuna property on or before September 30, 2014, and funds option payments to a third party of US$300,000 due November 30, 2012 and US$600,000 due March 31, 2014, Kairos shall earn an additional 5% interest in the Fortuna property; and
   3. if Kairos completes a bankable feasibility study in respect of the Fortuna property on or before September 30, 2021, Kairos shall earn an additional 10% interest in the Fortuna property.

Upon completion of the Acquisition, Kairos intends to change its name to Kairos Exploration Inc. or such other name as is acceptable to the shareholders of Kairos.

The Offering

Kairos agrees to use its "commercially reasonable efforts" to complete the offering of securities of Kairos (the "Offering") that will become exchangeable into Common Shares at a price of $0.15 per Common Share or such other price as may be determined in the context of the market (the "Offering Price") for gross proceeds of a minimum of $600,000 and a maximum of $2,000,000.

The parties understand an investment dealer or a syndicate of investment dealers will be engaged to act as agent (the "Agents") on a "commercially reasonable efforts" basis for the Offering, and in connection therewith Kairos may pay a cash commission and/or issue agent's options to purchase Common Shares at the Offering Price.

Board of Directors and Officers of Kairos

The board of directors of Kairos (the "Board") currently consists of Kenneth L. DeWyn, Charlene M. Dittmer and Jana L. Lillies. It is currently anticipated that following completion of the Acquisition, the Board will be revised to consist of up to five (5) directors, two (2) of whom shall be nominees of Polar Star to be determined, two (2) of whom shall be a nominees of Kairos, namely Kenneth L. DeWyn and Douglas M. Stuve, as well as one (1) independent director to be determined, provided the Exchange does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of the Business Corporations Act (Alberta).

After the closing of the Acquisition, it is anticipated that the Board will appoint the following person to be officers of Kairos; Kenneth L. DeWyn as President and Chief Executive Officer, a Chief Financial Officer to be determined, Terry Walker as Vice-President, Exploration and Chief Operating Officer and Jana L. Lillies as Corporate Secretary and/or such other persons as the Board may approve.

Kenneth L. DeWyn, President, Chief Executive Officer and Director. Mr. DeWyn is currently the President and Managing Director of Q Jets Aviation Ltd., a private company providing aircraft charter and management services, and a Director of Kasten Energy Inc., a reporting issuer that is not listed on any exchange. Mr. DeWyn has been a Director of a number of public companies listed on the Exchange, including, Pendulum Capital Corporation (now PetroFrontier Corp.) from November 2009 to December 2010, Kierland Capital Corporation (now GASFRAC Energy Services Inc.) from December 2007 to August 2010, Marco Polo Investments Ltd. (now Cobalt Coal Corp.) from March 2007 to September 2009 and Luca Capital Inc. (now VentriPoint Diagnostics Ltd.) from May 2005 to September 2007. Mr. DeWyn holds a Bachelor of Arts degree from Calvin College in Grand Rapids, Michigan and a Master of Fine Arts from Florida State University.

Douglas M. Stuve, Director. Mr. Stuve has been a partner with the law firm Burstall Winger LLP of Calgary, Alberta since 1998 practicing primarily in the areas of corporate finance and securities law, as well as general corporate commercial law. Mr. Stuve is currently Chairman of Athabasca Minerals Inc., and a director of Border Petroleum Corp., New Sage Energy Corp. and E.G. Capital Inc. (all Exchange listed companies). Mr. Stuve has also served as a director on a number of public companies listed on the Exchange and TSX, including, Patfind Inc., Deepwell Energy Services Trust, Tesoro Energy Corp., Kelso Energy Inc., Colonia Energy Corp., Regal Energy Inc., Cascadia International Resources Inc., International Technologies Corporation, Sabrich Capital Corporation, Yangarra Resources Ltd., Amalfi Capital Corporation and Lime Hill Capital Corporation. Mr. Stuve holds a Bachelor of Arts degree (with distinction) from the University of Alberta and a Bachelor of Laws degree from Queen's University.

Terry Walker, Vice-President, Exploration and Chief Operating Officer. Mr. Walker has been the Vice President, Exploration of Polar Star since 2008. Mr. Walker is a Professional Geologist based in La Serena, Chile who has been active in mineral exploration in Chile for the past 18 years. Mr. Walker's 42 years of experience spans four continents: Europe, North and South America and Africa and covers a wide range of commodities. From 1998 to 2004, Mr. Walker served as the President of International PBX Ventures Ltd., an Exchange listed resource exploration company, and subsequently served as the Vice President, Exploration until 2007. Mr. Walker earned his geology degree from the University of London and his Masters of Applied Mineral Exploration (M. Sc.) from McGill University in Montreal. Mr. Walker has extensive geological experience with both major and smaller mining operations and has covered all aspects from grass roots project generation to pre-development deposit definition, mine geology and economic evaluation.

Jana L. Lillies, Corporate Secretary. Ms. Lilies is currently the Chief Financial Officer of Elkwater Resources Ltd., a public oil and gas company listed on the Exchange and the Chief Financial Officer and a Director of Galleria Opportunities Inc., a public company listed on the NEX board of the Exchange. She is also President of Jbusiness Inc., a private consulting firm in Calgary providing accounting and administrative services to both public and private companies. In addition, she has been a Director of a number of public companies listed on the Exchange, including, Pendulum Capital Corporation (now PetroFrontier Corp.) from November 2009 to December 2010, Kierland Capital Corporation (now GASFRAC Energy Services Inc.) from December 2007 to August 2010 and Marco Polo Investments Ltd. (now Cobalt Coal Corp.) from March 2007 to September 2009. Ms. Lillies holds an Applied Bachelor of Business Administration Degree (Accounting) from Mount Royal University.

Arm's Length Qualifying Transaction

The Acquisition was negotiated by the parties to the Letter Agreement dealing at arm's length with each other and therefore, in accordance with the policies of the Exchange, is not a Non-Arm's Length Qualifying Transaction. As a result, approval of the Acquisition by the shareholders of Kairos is not required under the policies of the Exchange as a condition to the completion of the Acquisition. A Filing Statement in respect of the Acquisition will be filed on SEDAR prior to the close of the Acquisition.

Additional Information

Additional information regarding the Acquisition will be made publicly available by Kairos in due course. Kairos will issue a further press release when the Exchange has received the necessary documentation and trading of the Common Shares is set to resume.

Kairos will apply to the Exchange for an exemption from the sponsorship requirements in connection with the Qualifying Transaction. There is no assurance that such exemption will be granted. If such exemption is not granted, Kairos will be required to engage a sponsor for the Acquisition.

Reader Advisory

Completion of the Acquisition is subject to a number of conditions, including but not limited to, the entering into a definitive agreement between the parties, approval of the Acquisition by the board of directors of each of Kairos and Polar Star, a minimum of $600,000 in gross proceeds shall have been raised pursuant to the Offering, the Exchange acceptance and if applicable pursuant to the Exchange requirements, shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

Except for historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Kairos nor Polar Star will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Kairos and Polar Star.

The securities of Kairos being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.