WestKam Gold Corp.
TSX VENTURE : WKG

WestKam Gold Corp.

April 26, 2016 20:51 ET

WestKam Announces Private Placement to Existing Shareholders and Other Investors

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 26, 2016) - WestKam Gold Corp. (TSX VENTURE:WKG) (the "Company" or "WestKam") announces that the Company intends to raise up to $2,000,000 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 $0.03 per Unit/FT 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 Offering

The maximum Offering is 15,333,333 Units and 51,333,333 FT Units for gross proceeds of $2,000,000. Each Unit will consist of one common share in the capital of WestKam and one common share purchase warrant (the "Warrants"). Each Warrant will be exercisable into one common share for a period of five years at a price of $0.05/share. Each FT Unit will consist of one flow-through common share in the capital of WestKam and one Warrant.

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 $2,000,000 Offering is completed, the use of proceeds will be as follows: Phase II underground 220m drill program on the Bonaparte property, including drilling, equipment and material costs, support costs including personnel, environmental, and mob/demob ($1,540,000); accounts payable ($160,000); legal/accounting/audit/AGM costs ($60,000); transfer agent fees/regulatory listing and filing fees ($15,500); website/corporate communications ($18,000); finder's fees and commissions ($140,000); rent/office expenses and general supplies ($6,500); consulting fees ($10,000); management fees for CFO and CEO ($30,000); and unallocated/general corporate purposes ($20,000). 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.

The Offering is being offered to existing shareholders of the Company in accordance with the provisions of the Canadian existing shareholder exemption (the "Existing Shareholder Exemption"), as well as to other investors pursuant to other available exemptions. The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces, other than Newfoundland and Labrador.

Shareholders of record of the Company as at April 25, 2016 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.

There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: (a) be a shareholder of the Company on the Record Date, (b) be purchasing the Units or FT Units as a principal and for their own account and not for any other party, and (c) may not subscribe to more than $15,000 of securities from the Company in any 12 month period. In the event that a subscriber wants to subscribe for more than the $15,000 value of securities then they may do so provided they have first received 'suitability advice' from a registered investment dealer. In this case subscribers will be asked to confirm the registered investment dealer's identity and employer.

The Offering is not subject to any minimum aggregate subscription. If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $2,000,000, Units/FT Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.

Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

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

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.

Forward-looking information

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 Offering and 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.

Contact Information