West Vault Announces Private Placement Financings to Raise Up to $15.7 Million to Consolidate Hasbrouck Gold Project
Not for dissemination in the United States or to United States newswire services
VANCOUVER, BRITISH COLUMBIA, July 22, 2020 – West Vault Mining Inc. (WVM:TSXV) (“West Vault” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. and PI Financial Corp. as co lead-agents (collectively, the “Agents”), who have agreed to sell, on a commercially reasonable efforts private placement basis, up to 4,800,000 common shares of the Company (the “Offered Shares”) at a price of $1.15 per Offered Share (the “Issue Price”), for aggregate gross proceeds of up to $5,520,000 (the “Brokered Offering”). In addition, West Vault intends to complete a concurrent non-brokered private placement of common shares of the Company with two major shareholders (the “Non-Brokered Private Placement”) to raise an additional $10,183,250 through the issuance of 8,855,000 common shares at the Issue Price for aggregate gross proceeds of $15,703,250. All amounts herein are reported in Canadian dollars.
The Company has granted the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part by the Agents, to sell up to an additional 15% of the Offered Shares sold on the same terms as the Brokered Offering until the closing date of the Brokered Offering (the “Closing Date”).
The Company intends to use the net proceeds of the Brokered Offering and the Non-Brokered Private Placement (together the “Financings”) to fund the cash consideration payable to complete the purchase of a 25% interest in the Hasbrouck Gold Project (also announced today under separate news release), to fund continued work on the Hasbrouck Gold Project and for general working capital purposes.
The Agents will be paid a cash fee equal to 6% of the gross proceeds from the sale of the Offered Shares, including Offered Shares issued pursuant to the exercise of the Over-Allotment Option, if any, and will also receive non-transferable warrants upon closing of the Brokered Offering entitling them, for a term of 24 months, to purchase common shares equal to 6% of the aggregate number of Offered Shares issued at an exercise price per share equal to the Issue Price.
The Financings are subject to the approval of the TSX Venture Exchange (the “Exchange”) and all of common shares issued will bear a four-month and one day resale restriction from the Closing Date, which the Company anticipates will occur shortly after receipt of Exchange approval.
The Financings 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.
West Vault is focused on advancing the Hasbrouck Gold Project in Tonopah, Nevada. The Company owns a 75% interest in, and a 1.1% net smelter return royalty over, the Hasbrouck Gold Project and has announced today the execution of definitive agreements for the purchase of the remaining 25% interests from Clover Nevada LLC, a wholly owned subsidiary of Waterton Precious Metals Fund II Cayman, LP (“Waterton”). The Company is working towards completing full permitting for the Hasbrouck Gold Project’s reserves while keeping corporate G&A costs lean and efficient.
The Hasbrouck Gold Project, comprised of the planned Three Hills Mine and the nearby planned Hasbrouck Mine, hosts an estimated 762,000 ounces of proven and probable gold reserves and 10,569,000 ounces of proven and probable silver reserves (proven reserves of 6,242,00 tons at a grade of 0.02 Au oz/ton plus 0.41 Ag oz/ton and probable reserves of 39,028,000 tons at a grade of 0.016 Au oz/ton plus 0.205 Ag oz/ton). For details see the “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.
Sandy McVey, P. Eng., Chief Operating Officer for the Company, as a non-independent Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), has reviewed and approved the technical information disclosed in this news release.
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.
On behalf of West Vault Mining Inc.
“R. Michael Jones”
Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
R. Michael Jones, Chief Executive Officer
T: (604) 685 8311
Disclaimer for Forward-Looking Information
This press release may contain 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, discussion of the purchase of a 25% interest in the Hasbrouck Gold Project; the completion of, receipt of regulatory approvals for, terms of and use of proceeds of the Financings; permitting and costs. Estimates of mineral reserves and mineral resources are also forward-looking information because they incorporate estimates of future developments including future mineral prices, costs and expenses and the amount of minerals that will be encountered if a property is developed. Although West Vault believes that such information as set out in this press release is 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 Company may be unable to obtain the regulatory approvals required for the Financings or the purchase of a 25% interest in the Hasbrouck Gold Project, or such transactions may not be successfully completed; the Company may be unsuccessful in marketing the Financings; the Company or Waterton may be unable to satisfy the closing conditions to the purchase of the 25% interest in the Hasbrouck Gold Project; 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; and 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 Terms
This 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 reserve estimates reported by the Company are in relation to a 2016 Updated Pre-Feasibility Study and 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 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, “reserves” established under NI 43-101 standards may not qualify as “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.