October 28, 2011
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES
VANCOUVER, BRITISH COLUMBIA - West Kirkland Mining Inc. (WKM:TSXV) ("West Kirkland" or the "Company") is pleased to announce that it has accepted a bought deal private placement with Haywood Securities Inc. and PI Financial Corp. as co leads and joint book runners (the "Underwriters"), to raise gross proceeds of up to $7,005,250 (the "Offering"). The Offering will consist of the issuance of 4,550,000 non flow-through units (the "Units") and 1,575,000 flow-through shares (the "Flow-Through Shares") of the Company at a price of $1.10 per Unit and $1.27 per Flow-Through Share. Each Unit will consist of one non flow-through common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant. Each whole common share purchase warrant (a "Warrant") will entitle the holder to acquire one Common Share at a price of $1.50 for a period of 12 months from the Closing Date.
All securities issued pursuant to the Offering will be subject to a four month hold period. Completion of the Offering is subject to the satisfaction of certain conditions, including TSX Venture Exchange acceptance of the Offering. The aggregate proceeds raised from the issuance of the Flow-Through Shares will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced as of December 31, 2011. The proceeds raised from the Offering will be used for continuing exploration in Nevada near Cortez and Long Canyon, exploration in Kirkland Lake, Ontario and for general corporate purposes. Closing of the Offering is expected to be on or about November 22, 2011 (the "Closing Date").
As consideration for their services, the Underwriters will receive a cash commission of 7% of the gross proceeds of the Offering, as well as 5% compensation options on the aggregate number of common shares and Flow Through shares, entitling them to purchase common shares at a price of $1.50 for a period of 12 months from the Closing Date.
The Company has also granted the Underwriters an Over Allotment Option which will allow for the Underwriters to purchase up to 15% additional Units (Non Flow-through only) up until the Closing Date.
Michael Allen VP of Exploration of West Kirkland said "This financing will allow the Company to expand our drilling programs in both North American gold camps, in 2011 and 2012, targeting multiple zones within over 1,200 square kilometers of mineral rights and majority option positions".
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
WEST KIRKLAND MINING INC.
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 in the Kirkland Lake area of Ontario and within major gold trends of North Eastern Nevada - 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
Or
Sequoia Partners
Don Graham: 778-558-4310 or [email protected]
James Beesley: 778-389-7715 or [email protected]
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.
Disclaimer for Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the Offering and proposed exploration activities. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. 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. 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, recent market volatility; 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.
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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.
