NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
January 31, 2013 – West Kirkland Mining Inc. (TSX-V:WKM, the "Company") announces that in connection with the recently announced private placement (the “Private Placement”) of up to 22,400,000 units (the "Units") of the Company at a price of $0.25 per Unit to raise gross proceeds of up to $5.6 million, the Company is arranging for certain private investment funds managed by Wexford Capital LP (collectively, “Wexford”) to subscribe for 11,325,000 Units in the Private Placement, which would increase Wexford’s aggregate holdings in the Company to 11,918,100 common shares (which comprises 19.8% of the issued and outstanding common shares of the Company) and 11,325,000 share purchase warrants (“Warrants”) following closing of the Private Placement (which Warrants are to be issued to Wexford as part of Wexford’s Units). As the full exercise of the Warrants would increase Wexford’s common shareholding in the Company to 32.5% on a partially-diluted basis, Wexford will be restricted, under the policies of the TSX Venture Exchange from exercising any Warrants that would result in Wexford’s common shareholding in the Company exceeding 19.9% without the Company having obtained shareholder approval for such exercise. The Company is to seek shareholder approval of the exercise of such Warrants at the next Annual General Meeting of the Company.
The Company has also been informed that Newmont Canada Holdings ULC (“Newmont Canada”), a subsidiary of Newmont Mining Corporation, is arranging to subscribe for a total of 2,000,000 Units under the Private Placement (the “Newmont Subscription”). Newmont Canada is a “related party” of the Company (as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions) (“MI 61-101”) as Newmont Canada currently holds securities of the Company representing approximately 13.3% of the Company’s issued and outstanding common shares on a partially-diluted basis. Assuming completion of the Private Placement and the Newmont Subscription, Newmont Canada would end up holding approximately 14.5% of the issued and outstanding common shares of the Company on a partially-diluted basis.
In addition, R. Michael Jones, Director, President and CEO of the Company, is subscribing for 300,000 Units; Frank Hallam, Director, CFO and Corporate Secretary of the Company, is subscribing for 60,000 Units; and Michael G. Allen, VP Exploration of the Company, is subscribing for 20,000 Units under the Private Placement (collectively, the “Management and Director Subscriptions”). With respect to the Newmont Subscription and the Management and Director Subscriptions, the Company is to rely upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party transaction based on the fact that the fair market value of the related party participation in the Private Placement will not exceed 25% of the Company's market capitalization prior to the closing of the Private Placement.
Closing of the Private Placement is anticipated to occur as previously announced on or before February 7, 2013 and is subject to receipt of applicable regulatory approvals including the approval of the TSX Venture Exchange. The Company is to file a material change report in respect of this news release within 21 days of the expected date of closing of the Private Placement given the agreement of the Company and the agents to close the Private Placement on or before February 7, 2013.
The net proceeds of the Private Placement will be used for exploration activities on the Company’s properties and for general corporate purposes.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. The securities in the Private Placement will be sold on a private placement basis and be subject to a four month re-sale restriction from the date of closing.
About West Kirkland Mining
West Kirkland Mining was formed in 2010 to focus on gold exploration along major trends in North America. The Company has consolidated significant mineral rights positions within the major gold trends of Nevada/Utah and in the Kirkland Lake area of Ontario - two of North America’s premier gold jurisdictions. The founders and Board of West Kirkland Mining have successful gold discovery, development and mine operations experience in both Ontario and Nevada over the past 40 years.
For further information, please see the Company’s website at www.wkmining.com or contact us by email at [email protected] or call:
West Kirkland Mining Inc.
R. Michael Jones, Michael Allen or Knox Henderson at (604) 685-8311
Forward Looking Statements
Certain of the statements and information in this press release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities law. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “estimates”, “intends”, “targets”, “goals”, “forecasts”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements or forward-looking information. Forward-looking statements or forward-looking information in this press release include, without limitation, statements regarding the closing of the Private Placement.
Forward-looking statements or forward-looking information are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements or forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, variations in market conditions, the timing of the receipt of regulatory approvals required to complete the Private Placement and those referred to in the Company’s Annual Information Form dated as of April 18, 2012 under the heading “Risk Factors”. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information.
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 release.
I agree to and consent to receive news, updates, and other communications by way of commercial electronic messages (including email) from West Vault Mining Inc. I understand I may withdraw consent at any time by clicking the unsubscribe link contained in all emails from West Vault Mining Inc.
West Vault Mining Inc.
Suite 838 – 1100 Melville Street
Vancouver, BC
Canada V6E 4A6
[email protected]
Qualifying Statements
For readers to fully understand the information in this independent media, they should read the 2023 Pre-feasibility Study, which has been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) (available on www.sedar.com), in its entirety, including all qualifications, assumptions, limitations and exclusions that relate to the information set out in this independent media. The 2023 Pre-feasibility Study is intended to be read as a whole, and sections should not be read or relied upon out of context. The technical information in this independent media is derived from, and subject to the assumptions and qualifications contained in, the 2023 Pre-feasibility Study.
Qualified Person for This Independent Media
Sandy McVey P.Eng., Chief Executive Officer and Chief Operating Officer for West Vault Mining, as a non-independent Qualified Person as defined in NI 43-101, has reviewed and approved the technical information disclosed in this independent media.
Disclaimer for Forward-Looking Information
This independent media may contain forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this email include, without limitation, statements regarding the potential economic performance of the Project based on the 2023 Pre-feasibility Study, the Company’s ability to obtain any additional permits required to commence and complete construction and perform operations, the Company’s ability to obtain funding on reasonable terms, and the potential identification, execution, and realization of accretive opportunities. Although West Vault Mining believes that such information as set out in this independent media is reasonable, it can give no assurance that such expectations and estimates will prove correct. West Vault Mining cautions investors that any forward-looking information provided by West Vault Mining is not a guarantee of future results or performance, and that actual results may differ materially from forward-looking information as a result of various factors. The reader is referred to West Vault Mining’s public filings for a more complete discussion of such risk factors and their potential effects; these may be accessed through the Company's profile on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
Note to US Investors
This independent media has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under SEC S-K 1300 and are normally not permitted to be used in reports and registration statements filed with the SEC. In addition, the terms “Mineral Reserve”, “Probable Mineral Reserve” and “Proven Mineral Reserve” are also defined in NI43-101 and not S-K 1300. Investors are cautioned not to assume that all or any part of an “Indicated Mineral Resource” or “Inferred Mineral Resource” will ever be upgraded to a higher category or converted into Mineral Reserves in accordance with S-K 1300. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility or Pre-feasibility Studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a Mineral Resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “Reserves” by SEC S-K 1300 standards as in-place tonnage and grade without reference to unit measures. Accordingly, information contained in this independent media contains descriptions of West Vault Mining’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
