VANCOUVER - Anthem Ventures Capital Corp. (TSX-V: AVE.P) (the “Company” or “Anthem”) is pleased to announce that it has completed its acquisition of all of the issued and outstanding shares of West Kirkland Mining Inc. (“WKM”) pursuant to an acquisition agreement dated March 24, 2010 (the “Acquisition Agreement”) with WKM and the shareholders of WKM (the “Acquisition”). The Acquisition and related transactions constituted the Company’s Qualifying Transaction under the policies of TSX Venture Exchange (“TSXV”). As a result of the completion of the Acquisition and related transactions, the Company will cease to be a capital pool company, and its common shares will resume trading on TSXV as a ‘Tier 2 Mining Issuer’ effective at market open on Monday May 31, 2010 under the new stock symbol ‘WKM’. The Company’s name will be officially changed to “West Kirkland Mining Inc.” shortly after trading resumes and the stock symbol will remain WKM. R. Michael Jones, the new Chief Executive Officer of the Company and President of West Kirkland Mining said "We are looking forward to drilling in two of the premier gold trends in North America. We expect to add to our executive and technical team very quickly and follow our successful exploration formula".
ACQUISITION OF WKM
Pursuant to the Acquisition, the Company acquired all of the issued and outstanding common shares of WKM from the shareholders of WKM on a one for one share exchange basis. An aggregate of 5,790,000 common shares of the Company were issued in exchange for the 5,790,000 issued and outstanding common shares of WKM.
The Transaction was an “Arm’s Length Transaction” within the meaning of TSXV policies and did not require shareholder approval.
WKM is a private British Columbia company that has acquired a portfolio of mineral exploration properties located in Nevada and Ontario since its incorporation in November 2009. These property interests include an option to earn up to a 75% undivided interest in Mexivada Mining Corp.’s Goldstorm gold exploration property located in Nevada and seven blocks of property optioned or staked in the West Kirkland Lake area of Ontario. Additional information regarding the business and assets of WKM, which are now the business and assets of the Company, is set forth in the Company’s Filing Statement dated March 31, 2010 and press release dated May 21, 2010, both of which are available on SEDAR.
FINANCING
In conjunction with the completion of the Acquisition, the Company completed a brokered private placement financing for gross proceeds of $6,000,000 involving the issuance of 12,000,000 common shares at a price of $0.50 per share (the “Financing”). PI Financial Corp. (“PI”) acted as agent for the Financing. In consideration for the services provided by PI and its sub-agents in connection with the Financing, the Company paid a commission comprised of $204,750 in cash and 304,500 common shares and issued compensation options entitling the holders to acquire up to an aggregate of 714,000 common shares at a price of $0.75 per share for a period of 12 months from closing of the Financing.
The securities issued under the financing will be subject to a four month hold period from the date of closing under applicable securities laws and TSXV policies.
CHANGES TO BOARD OF DIRECTORS AND MANAGEMENT
In conjunction with the completion of the Acquisition, the Company restructured its board of directors and management. Martin Carsky and David Ferguson have resigned as directors of the Company and R. Michael Jones, Frank R. Hallam and Pierre Lebel have been appointed as directors of the Company. The board of directors is now comprised of four members with Messrs. Jones, Hallam and Lebel joining Eric Carlson, who remains a director of the Company. With respect to the Company’s officers, Mr. Carlson has resigned as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company. Mr. Jones has been appointed Chief Executive Officer and Mr. Hallam has been appointed Chief Financial Officer and Corporate Secretary.
For further information, please call:
Anthem Ventures Capital Corp.
R. Michael Jones (604) 899-5450
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.
Disclaimer for Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding proposed exploration activities. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. 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. 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, recent market volatility; 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 Filing Statement dated March 31, 2010 for a more complete discussion of such risk factors and their potential effects, a copy of which may be accessed through the Company’s page on SEDAR at www.sedar.com.
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West Vault Mining Inc.
Suite 838 – 1100 Melville Street
Vancouver, BC
Canada V6E 4A6
[email protected]
Qualifying Statements
For readers to fully understand the information in this independent media, they should read the 2023 Pre-feasibility Study, which has been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) (available on www.sedar.com), in its entirety, including all qualifications, assumptions, limitations and exclusions that relate to the information set out in this independent media. The 2023 Pre-feasibility Study is intended to be read as a whole, and sections should not be read or relied upon out of context. The technical information in this independent media is derived from, and subject to the assumptions and qualifications contained in, the 2023 Pre-feasibility Study.
Qualified Person for This Independent Media
Sandy McVey P.Eng., Chief Executive Officer and Chief Operating Officer for West Vault Mining, as a non-independent Qualified Person as defined in NI 43-101, has reviewed and approved the technical information disclosed in this independent media.
Disclaimer for Forward-Looking Information
This independent media may contain forward-looking information or forward-looking statements (collectively “forward-looking information”) within the meaning of applicable securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements in this email include, without limitation, statements regarding the potential economic performance of the Project based on the 2023 Pre-feasibility Study, the Company’s ability to obtain any additional permits required to commence and complete construction and perform operations, the Company’s ability to obtain funding on reasonable terms, and the potential identification, execution, and realization of accretive opportunities. Although West Vault Mining believes that such information as set out in this independent media is reasonable, it can give no assurance that such expectations and estimates will prove correct. West Vault Mining cautions investors that any forward-looking information provided by West Vault Mining is not a guarantee of future results or performance, and that actual results may differ materially from forward-looking information as a result of various factors. The reader is referred to West Vault Mining’s public filings for a more complete discussion of such risk factors and their potential effects; these 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) accept responsibility for the adequacy or accuracy of this release.
Note to US Investors
This independent media has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under SEC S-K 1300 and are normally not permitted to be used in reports and registration statements filed with the SEC. In addition, the terms “Mineral Reserve”, “Probable Mineral Reserve” and “Proven Mineral Reserve” are also defined in NI43-101 and not S-K 1300. Investors are cautioned not to assume that all or any part of an “Indicated Mineral Resource” or “Inferred Mineral Resource” will ever be upgraded to a higher category or converted into Mineral Reserves in accordance with S-K 1300. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of Feasibility or Pre-feasibility Studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a Mineral Resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “Reserves” by SEC S-K 1300 standards as in-place tonnage and grade without reference to unit measures. Accordingly, information contained in this independent media contains descriptions of West Vault Mining’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
