West Kirkland Mining Inc.
TSX VENTURE : WKM

West Kirkland Mining Inc.

April 09, 2014 07:59 ET

West Kirkland Proceeds With Previously Announced Offering of Units as Combined Prospectus Offering and Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 9, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

West Kirkland Mining Inc. (TSX VENTURE:WKM) ("West Kirkland" or the "Company") announces that the Company has agreed to pricing in connection with the fully marketed prospectus offering of units of the Company (the "Units") previously announced on March 11, 2014 (the "Prospectus Offering"). Concurrent with the Prospectus Offering, West Kirkland also announces that it intends to complete a non-brokered private placement offering of Units under the same terms as the Prospectus Offering with affiliates of Sprott Inc. acting as finders (the "Non-Brokered Offering", and together with the Prospectus Offering, the "Offerings"). The aggregate combined gross proceeds of the Offerings will be for a minimum of C$25,000,000 and a maximum of C$31,000,000 (which does not include the Over-Allotment Option in the Prospectus Offering). Each Unit in the Offerings will be issued at a price of $0.15 per Unit and shall consist of one common share (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 for a period of five years following the closing of the Offerings.

The Company has engaged a syndicate of agents in Canada, co-led by Cormark Securities Inc. and PI Financial Corp. (the "Co-Lead Agents") and including GMP Securities L.P. and Macquarie Capital Markets Canada Ltd. (the "Agents"), to complete the Prospectus Offering.

The Prospectus Offering (which may include the exercise of the Over-Allotment Option (as defined below)) and the first tranche of the Non-Brokered Offering are anticipated to close concurrently on April 17, 2014 (the "Closing Date"), provided that the aggregate combined gross proceeds is greater than or equal to $25,000,000. The Company has applied to list the Common Shares, the Warrants and the Warrant Shares issuable pursuant to the Offerings on the TSX Venture Exchange (the "TSXV"). Closing of the Offerings is subject to receipt of all applicable regulatory approvals including approval of the TSXV.

The net proceeds of the Offerings will be used to fund the acquisition payment to Allied Nevada Gold Corp. in connection with the acquisition of the Hasbrouck project and for general corporate purposes.

The Prospectus Offering will consist of a minimum of C$16,500,000 (110,000,000 Units) and a maximum of C$22,500,000 (150,000,000 Units). The Agents have been granted 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 the Closing Date, to cover over-allotments, if any and for market stabilization purposes. The Agents can elect to exercise the Over-Allotment Option for Units or Warrants only, or any combination thereof. If the maximum offering size is sold and the over-allotment option is exercised in full, the aggregate gross proceeds of the Prospectus Offering will be approximately $25.9 million. A cash commission of 6% of the gross proceeds of the Prospectus Offering will be paid to the Agents. The Units will be issued by way of short-form prospectus filed in all provinces of Canada, except Quebec, and on a private placement basis in the U.S. pursuant to Rule 144A and/or Regulation D, as well as in other jurisdictions as may be determined by the Company and the Agents.

The Non-Brokered Offering will consist of a maximum of C$8,505,000 (56,700,000 Units), and may close in one or more tranches. The finders will have a minimum allocation of C$5,100,000 (34,000,000 Units). The Non-Brokered Offering will be made to accredited investors in all provinces of Canada (except Quebec) as may be identified from time to time by the Finder, on a private placement basis. The Units in the Non-Brokered Offering may also be sold in such other eligible foreign jurisdictions pursuant to applicable private placement exemptions under such applicable securities laws. A finder's fee of 6% of the funds raised in the Non-Brokered Offering will be paid in cash to affiliates of Sprott Inc. in respect of Units sold to investors introduced to the Company by them. Pursuant to the National Instrument 45-102 - Resale of Securities, and the policies of the TSXV, the securities issued pursuant to the Non-Brokered Offering shall be subject to a restricted resale period in Canada of four months and one day from the Closing Date.

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.

About West Kirkland Mining Inc.

WKM was formed in 2010 to focus on gold exploration along major 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 WKM 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 info@wkmining.com.

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, all statements regarding the terms, proposed timing and completion of the Offerings, the use of proceeds, the filing of the short form prospectus, the listing of the Common Shares, the Warrants and the Warrant Shares on the TSXV and the receipt of all requisite regulatory and TSXV approvals. Although WKM 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; 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.

Contact Information

  • West Kirkland Mining Inc.
    R. Michael Jones
    (604) 685-8311

    West Kirkland Mining Inc.
    Michael Allen
    (604) 685-8311

    West Kirkland Mining Inc.
    Knox Henderson
    (604) 685-8311
    info@wkmining.com