VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 22, 2014) - Liberty Metals & Mining Holdings, LLC ("LMM") is pleased to announce that it has purchased 42,000,000 Units (the "Units") of West Kirkland Mining Inc. (the "Issuer") at a price of $0.15 per Unit for an aggregate purchase price of $6,300,000. Each Unit consists of one common share of the Issuer and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Issuer at a price of $0.30 per common share.
The Units were acquired by LMM under a U.S. private placement memorandum dated April 9, 2014 as part of a larger private placement offering of units by the Issuer (the "U.S. Private Placement") in the United States (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) to, or for the account or benefit of, U.S. persons (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act), or to persons in the United States who are "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act), pursuant to Rule 144A, and to "institutional accredited investors" that satisfy one or more of the criteria set forth in Rule 501(a)(1),(2),(3) or (7) of Regulation D ("Regulation D") under the U.S. Securities Act pursuant to Rule 506(b) of Regulation D. The U.S. Private Placement was made concurrently with a public offering of units being made in reliance on Regulation S under the U.S. Securities Act ("Regulation S") in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland pursuant to a short form prospectus dated April 9, 2014.
As a result of the acquisition of Units by LMM under the U.S. Private Placement, LMM acquired 42,000,000 common shares of the Issuer representing approximately 15.67% of the current issued and outstanding common shares of the Issuer; and (ii) 42,000,000 Warrants representing approximately 21.55% of the issued and outstanding warrants of the Issuer.
Following the transaction noted above, LMM held 42,000,000 common shares representing approximately 15.67% of the issued and outstanding common shares of the Issuer and Warrants representing approximately 21.55% of the issued and outstanding warrants of the Issuer. If LMM exercised the Warrants, LMM would own 84,000,000 common shares of the Issuer representing approximately 27.09% of the then issued and outstanding common shares of the Issuer on a partially diluted basis.
The Units were acquired for investment purposes. LMM may take such further actions in respect of its holdings as it may deem appropriate in light of the circumstances then existing, including acquiring ownership or control over additional Common Shares or other securities of the Issuer or the disposition of all or a portion of its holdings in the open market or in privately negotiated transactions.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transaction hereunder, please see the Issuer's profile on the SEDAR website www.sedar.com.