West Kirkland Announces a Non-Brokered Private Placement for $1,374,000
March 13 2018 - 7:00PM
Not for dissemination in the United
States or to United States newswire services
West Kirkland Mining Inc. (TSXV:WKM) (“West Kirkland” or the
“Company”) announces the execution of subscription agreements for a
non-brokered private placement of common shares of the Company with
three of its major shareholders and two new investors (the “Private
Placement”). The Company has agreed to issue an aggregate of
22,900,000 common shares at a price of $0.06 per share for
aggregate gross proceeds of $1,374,000. A 6% finder’s fee
amounting to $27,720 is to be paid on a portion of the Private
Placement, which was otherwise arranged by management.
The Company intends to use the net proceeds of
the Private Placement for general working capital, phase two
permitting in Nevada on its 75%-owned Hasbrouck Gold Project, and
for targeted resource expansion drilling and regional exploration
on surface gold mineralization identified on the recently acquired
100% mineral rights at Gold Mountain and Hill of Gold, which adjoin
the Hasbrouck Gold Project.
Clover Nevada LLC, a wholly-owned subsidiary of
Waterton Precious Metals Fund II Cayman, LP, (“Waterton”), owns the
remaining 25% interest in the Hasbrouck Project. Waterton has
been funding their 25% share of project expenditures since
September, 2016.
The Private Placement will be subject to the
approval of the TSX Venture Exchange (“Exchange”) and the common
shares issued pursuant to the Private Placement will bear a
four-month resale restriction from the date of closing, which the
Company anticipates will occur as soon as possible after receipt of
Exchange approval.
The common shares to be sold pursuant to the
Private Placement 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.
About West Kirkland Mining
Inc.
West Kirkland owns a 75% interest in, and a 1.1%
net smelter return royalty over, the Hasbrouck Gold Project in
Tonopah, Nevada. A Pre-feasibility Study was completed and updated
in 2016 for two open-pit heap-leach mines comprising the Hasbrouck
Gold Project. The Pre-feasibility Study along with
construction-level drawings and all federal and state permits for
the phase-one Three Hills Mine provides a ready-to-construct
project. See the technical report titled “Technical Report
and Updated Preliminary Feasibility Study: Hasbrouck and Three
Hills Gold-Silver Project, Esmeralda County, Nevada,” dated
September 14, 2016 as filed on SEDAR at www.sedar.com.
Permitting for the phase-two Hasbrouck Gold Project is well
advanced.
West Kirkland recently optioned a 100% working
interest from Tonopah Divide Mining Company of certain mineral
rights that adjoin the Hasbrouck Gold Project. The Company has
identified a new gold and silver target on this property exposed
and sampled in road cuts for 1600 feet. The Company looks to add
open pit heap leach resources within a short trucking distance to
its planned Hasbrouck heap leach extraction operations.On behalf of
West Kirkland Mining Inc. “R. Michael Jones” Chief Executive
Officer For further information, please see the Company’s website
at www.wkmining.com or contact us by email at
info@wkmining.com.
Investor Relations: Rob Bruggeman(416) 884-3556
/ rbruggeman@wkmining.com
Authors and Qualified Persons
Statement
Sandy McVey, P.Eng., Chief Operating Officer for
West Kirkland, and a non-independent Qualified Person as defined by
National Instrument 43-101 Standards of Disclosure for Mineral
Projects (“NI 43-101”), has reviewed the technical information
contained in this news release and has verified the relevant data.
Quality Control and Assay information is as previously disclosed in
the Company’s technical reports.
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, the intended use of proceeds raised from the Private
Placement; the approval of the Exchange; regulatory processes and
permitting; construction activities and the timing thereof and
other statements that are not historical facts. Information the
economic analysis contained in the prefeasibility study are also
forward-looking statements in that they reflect a prediction of the
mineralization that would be encountered, and the results of mining
it, if a mineral deposit were developed and mined. Although West
Kirkland believes that such timing and expenses as set out in this
press release are reasonable, it can give no assurance that such
expectations and estimates 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,
significant increases in any of the machinery, equipment or
supplies required to develop and operate a mine, a significant
change in the availability or cost of the labor force required to
operate a mine, a significant increases in the cost of
transportation for the Company’s products, 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.
Cautionary Note to U.S. Investors
Regarding the Use of Mining TermsThis press release has
been prepared in accordance with the securities laws in effect in
Canada, which differ from the requirements of U.S. securities
laws. Unless otherwise indicated, all resources and reserve
estimates reported by the Company in relation to the 2016 Updated
Pre-feasibility Study have been prepared in accordance with NI
43-101 and the Canadian Institute of Mining, Metallurgy, and
Petroleum Definition Standards on Mineral Resources and Mineral
Reserves. NI 43-101 is a rule developed by the Canadian
Securities Administrators which establishes standards for all
public disclosure an issuer makes of scientific and technical
information concerning mineral projects. Canadian standards,
including NI 43-101, differ significantly from the requirements of
the U.S. Securities and Exchange Commission (the “SEC”) Industry
Guide 7, and resource or reserve information contained herein may
not be comparable to similar information disclosed by U.S.
companies. In particular, and without limiting the generality
of the foregoing, “resources” and “reserves” established under NI
43-101 standards may not qualify as “resources” and “reserves”
under U.S. standards. Under U.S. standards, mineralization
may not be classified as a “reserve” unless the determination has
been made that the mineralization could be economically and legally
produced or extracted at the time the reserve determination is
made. In addition, under U.S. standards, a “Final” or
“Bankable” feasibility study is required to report reserves, the
three-year historical average price is used in any reserve or cash
flow analysis to designate reserves and the primary environmental
analysis or report must be filed with the appropriate governmental
authority. Disclosure of “contained ounces” in a resource is
permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does
not constitute “reserves” by SEC standards as in-place tonnage and
grade without reference to unit measures. Accordingly,
information concerning mineral deposits set forth in this press
release may not be comparable with information made public by
companies that report in accordance with U.S. standards.
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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