VANCOUVER, BRITISH COLUMBIA, April 17, 2014 – Further to its press releases of March 11, 2014 and April 9, 2014, West Kirkland Mining Inc. (WKM:TSXV) (“West Kirkland” or the “Company”) announces that it has closed the fully marketed prospectus offering (the “Prospectus Offering”) of units of the Company (the “Units”), as well as the first tranche of the non-brokered private placement offering of Units under substantially similar terms as the Prospectus Offering (the “Non-Brokered Offering”, and together with the Prospectus Offering, the “Offerings”). Pursuant to the Offerings, the Company issued 194,907,833 Units at a price of $0.15 per Unit for aggregate gross proceeds of C$29,236,175, including the partial exercise of the Over-Allotment Option. Each Unit in the Offerings consists of one common share (each, a "Common Share") of the Company and one common share purchase warrant (each, a "Warrant"), with each Warrant exercisable for one common share (each, a “Warrant Share”) at a price of $0.30 at any time prior to 5:00 pm on April 17, 2019.
The Company intends to use the net proceeds of the Offerings to fund the acquisition payment of US$19.5 million to Allied Nevada Gold Corp. in connection with the acquisition of a 75% interest in the Hasbrouck gold project on or before April 24, 2014 and for general corporate purposes. R. Michael Jones, President, CEO and co-founder of West Kirkland said, “We are very pleased to see such solid support from our institutional investors in a tough market climate.”
Under the Prospectus Offering, the Company issued 162,615,167 Units for gross proceeds of C$24,392,275. A commission of 6% of the gross proceeds was paid in cash to a syndicate of agents in Canada, co-led by Cormark Securities Inc. and PI Financial Corp. and including GMP Securities L.P. and Macquarie Capital Markets Canada Ltd. (the "Agents"). In relation to the Prospectus Offering the Company has granted the Agents an option (the “Over-Allotment Option”) to purchase up to an additional 15% of the Units sold under the Prospectus Offering, at any time until 30 days following and including today’s date, to cover over-allotments and for market stabilization purposes. The Agents have exercised the Over-Allotment, in part, to purchase 12,615,167 Units for gross proceeds of $1,892,275.
Under the first tranche of the Non-Brokered Offering, the company issued 32,292,666 Units for gross proceeds of C$4,843,890. The Company paid fees to certain finders, including Sprott Private Wealth LP, representing 6% of the gross proceeds of the Non-Brokered Offering. All securities issued in the first tranche of the Non-Brokered Offering are subject to a statutory hold period which expires on August 18, 2014.
The securities offered pursuant to the Offerings have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Units in the Prospectus Offering were issued by way of short-form prospectus filed in all provinces of Canada, except Québec, and on a private placement basis in the U.S. pursuant to Rule 144A and Regulation D, as well as in other offshore jurisdictions. The Non-Brokered Offering was offered to accredited investors in all provinces of Canada, except Québec.
About West Kirkland Mining Inc.
West Kirkland was formed in 2010 to focus on gold exploration along major geological trends in North America. The Company has consolidated significant mineral rights positions within the Long Canyon Trend of Nevada/Utah. The founders and Board members of West Kirkland have successful experience in gold discovery, mine development and mine operations in Nevada and other gold producing jurisdictions in North America.
For further information, please see 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
Disclaimer for Forward-Looking Information
This press release contains forward-looking information or forward-looking statements (collectively "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Forward-looking information in this news release includes, without limitation, statements regarding the use of proceeds. Although West Kirkland believes that such timing as set out in this press release is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company's equity securities, the state of the market for gold or other minerals that may be produced generally, closing of the transaction with Allied Nevada regarding the purchase of the Hasbrouck gold project; variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's public filings for a more complete discussion of such risk factors and their potential effects which 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) accepts responsibility for the adequacy or accuracy of this release.
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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.
