Westward Gold Closes Non-Brokered Private Placement

News related to:Westward Gold Inc · 2 min read

Westward Gold Inc. (CSE: WG, OTCQB: WGLIF, FSE: IM50) (“Westward” or the “Company”) has successfully closed its non-brokered private placement financing, issuing 33,128,000 units (each, a “Unit”) at a price of C$0.25 per Unit. The aggregate gross proceeds to the Company from this Offering are approximately C$8,282,000. Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share of the Company at a price of C$0.40 for a period of 24 months following the closing date of the Offering.

Strategic investors Crescat Capital LLC and Concept Capital Management Ltd. participated in the Offering, contributing combined gross proceeds of $2,800,000. Crescat subscribed for 7,200,000 Units, for gross proceeds of approximately $1,800,000. This investment, combined with Crescat’s prior holdings, represents a post-Offering basic ownership interest of approximately 12.6% (approximately 21.5% on a partially-diluted basis). Concept Capital subscribed for 4,000,000 Units, for gross proceeds of approximately $1,000,000, resulting in a post-Offering basic ownership interest of approximately 9.6% (approximately 17.0% on a partially-diluted basis). The Offering did not result in the creation of a new Control Person of the Company, as the Warrants are not exercisable if such exercise would result in the holder, together with any person or company acting jointly or in concert with the holder, owning, or exercising control or discretion, over 20% or greater of the issued and outstanding shares of the Company.

The net proceeds from the Offering will be primarily used for funding ongoing drilling at Westward’s flagship Toiyabe Hills Property along the Cortez Trend in Nevada. Additional expenditures will include further trenching, detailed geological mapping, rock-chip and soil sampling programs, and geophysical surveys. The Company also plans to increase cash bonding in relation to its existing Plan of Operations with the U.S. Bureau of Land Management to allow for expanded ground disturbance. General working capital purposes will also be supported by the funds raised.

In connection with the Offering, an aggregate total of C$234,815 in cash finder’s fees were paid, 1,219,260 finder’s warrants (the “Finder’s Warrants”) were issued, and 280,000 finder’s units (the “Finder’s Units”) were issued to qualified finders. The Finder’s Warrants are exercisable at a price of $0.30 per Common Share for a period of 24 months, and the Finder’s Units were issued on the same terms as the Units issued in the Offering.

Certain insiders of the Company acquired Units in the Offering, for an aggregate total of 8,160,000 Units and gross proceeds of approximately $2,040,000 (including $1,800,000 invested by Crescat). The participation by such insiders in the Offering constituted a “related party transaction” as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Such participation was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, exceeded 25% of the Company’s market capitalization.

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