|September 22, 2017|
WestKam Announces Private Placement to Existing Shareholders and Other Investors
|Vancouver, BC, September 22, 2017 -- WestKam Gold Corp. (TSX-V: WKG) (the "Company" or "WestKam") announces that the Company intends to raise up to $3,000,000 by way of a non-brokered private placement (the "Offering") of units ("Units") and flow-through units ("FT Units") of the Company at a price of $0.02 per Unit. Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Company. The Offering is subject to TSX Venture Exchange ("TSXV") final acceptance.|
The maximum Offering is 150,000,000 Units (of which 100,000,000 will be FT Units) for gross proceeds of $3,000,000. The Offering is not subject to any minimum aggregate subscription. Each Unit will consist of one common share in the capital of WestKam (the "Common Shares") and one Common Share purchase warrant (the "Warrants"). Each Warrant will be exercisable into one Common Share for a period of three years at a price of $0.05/share.
A finder's fee of cash, Common Shares or Warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders. The proceeds of the Offering will be used to conduct a Phase II work program on the Company's Bonaparte property, to repay outstanding debt and for working capital and general corporate purposes. Assuming the entire $3,000,000 Offering is completed, the use of proceeds will be as follows: Bonaparte Bulk Sample underground drill program, including drilling, equipment and material costs, support costs including personnel, maintenance overhaul, pumping and mob/demob ($1,500,000); ongoing Bonaparte environment costs ($50,000), Bonaparte geological consulting costs ($100,000), Bonaparte exploration drilling in addition to bulk sample ($250,000), Bonaparte field expenses ($150,000), Bonaparte permitting ($100,000) legal/accounting/audit/AGM costs ($98,500); transfer agent fees/regulatory listing and filing fees ($22,500); website/corporate communications ($10,000); rent/office expenses and general supplies ($19,000); consulting fees ($50,000); management fees for CFO and CEO ($80,000); accounts payable ($490,000) and unallocated/general corporate purposes ($80,000). Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company.
The securities issued in connection with the Offering will be subject to a hold period expiring four months and one day from the date of issuance of such securities.
Existing Shareholder Exemption
Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, family and close personal friends and business associates of directors and officers of the Company.
The Company has set September 21, 2017 as the record date for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. There is no minimum subscription amount. If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $3,000,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
About WestKam Gold Corp.
WestKam is a Canadian gold exploration company focused on developing the Bonaparte Gold Project near Kamloops, British Columbia. Additional information can be found on the Company's website at www.westkamgold.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Matt Wayrynen, President
WestKam Gold Corp.
Suite 900, 570 Granville Street
Vancouver, BC V6C 3P1
John Ulmer, Investor Relations
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking information regarding the use of proceeds of the offering. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: TSXV acceptance of the Offering; future costs and expenses being based on historical costs and expenses, adjusted for inflation; and market demand for, and market acceptance of, the Offering. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.
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