Westham Receives Conditional Approval for Qualifying Transaction
Westham Resources Corp.
1600 – 609 Granville St Vancouver, British Columbia, V7Y 1C3
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
July 10, 2014 TSX Venture Exchange
Trading Symbol: WHR.P
WESTHAM RECEIVES CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION
Westham Resources Corp. (“Westham” or the “Company”) is pleased to announce that it has received TSX Venture Exchange (the "Exchange") conditional approval for its Qualifying Transaction (the "Qualifying Transaction") involving the acquisition of up to an 85% interest in Kivalliq Energy Corporation's ("Kivalliq") Genesis uranium property (the "Genesis Property") located to the northeast of the Athabasca Basin in Saskatchewan, the details of which were previously announced in the Company's news release dated May 21, 2014.
Commenting on the pending transaction approval and new advisory board members Scott Gibson, CEO stated “I’m very pleased the speed we have been able to complete the agreement with Kivalliq and the positive reception by investors. Partnering with such a strong exploration team in the world’s premier uranium exploration area gives Westham a platform to grow and succeed. I’m particularly gratified that we have been able to attract new directors and advisors with direct experience and successful track records in the uranium exploration sector. The Company is in good hands and I’m excited to get crews in the field and start generating exploration results.”
The Company and Kivalliq signed the definitive option agreement for the Genesis Property (the "Option Agreement") on July 10, 2014. Under the terms of the Option Agreement, in order to earn the full 85% interest in the Genesis Property the Company must complete $5,000,000 in exploration expenditures, make $1,000,000 in cash payments and issue to Kivalliq common shares (the "Option Shares") representing 20% of the number of common shares issued and outstanding on closing (being 3,939,656 common shares, assuming completion of the entire Private Placement, described below) to Kivalliq over a period of four years. In connection with the closing of the Qualifying Transaction, the Company will pay an initial $125,000 cash payment and issue common shares representing 10% of the number of common shares issued and outstanding on closing of the Private Placement (being 1,969,828 common shares, assuming completion of the entire Private Placement) to Kivalliq.
For further information, see the Company's Filing Statement in respect of the Qualifying Transaction dated July 10, 2014, which is available on SEDAR. The Company has also filed a Technical Report on the Genesis Property, entitled "Technical Report on the Genesis Property, Northern Saskatchewan, Canada" prepared by Dave Billard, P. Geo. on behalf of Cypress Geoservices Limited, dated effective June 15, 2014, which is also available on SEDAR.
In conjunction with the Qualifying Transaction, the Company will complete a non‐brokered private placement (the "Private Placement") of 12,528,454 units for gross proceeds of $2,756,259.88. Each unit is comprised of one common share and one‐half of one non‐ transferrable warrant (a "Unit"), with each whole warrant (a "Warrant") entitling the holder to purchase one common share at a price of $0.35 per share for a period of three (3) years after the date of issuance. If, at any time after the closing of the Private Placement, the Company's common shares trade at a price of more than $0.50 for the preceding 10 consecutive trading days, the Company will have the right to accelerate the expiry of the Warrants by giving notice, via a news release issued within 15 business days of the last day of such 10 consecutive trading day calculation period, of its exercise of such right and thereafter the Warrants will, without further notice or action, automatically expire and be of no further force and effect at 4:00 p.m. (Vancouver time) on the date that is 30 business days after the issuance of said news release.
The Company will pay finder's fees to certain arm's length parties in an amount equal to 6% of proceeds raised under the Private Placement from subscribers introduced to the Company by the finders and issue finders warrants (the "Finder's Warrants") equal to 6% of the Units acquired by the subscribers introduced to the Company by the finder. Each Finder's Warrant will entitle the holder to purchase one common share at a price of $0.22 per common share for a period of two (2) years after the closing of the Private Placement. The proceeds of the Private Placement will be used for exploration on the Genesis Property and for general working capital purposes.
All of the securities issued under the Private Placement and the Qualifying Transaction will be subject to a hold period expiring four months and one day from the date of issuance. In addition, the Option Shares to be issued to Kivalliq will be subject to a hold period expiring one year from the date of issuance in accordance with the terms of the Option Agreement.
In connection with the closing of the Qualifying Transaction, the Company intends to change its name to Roughrider Exploration Limited and its common shares will trade on the Exchange under the symbol "REL". The Company currently anticipates closing the Qualifying Transaction on July 16, 2014. Closing of the Qualifying Transaction remains subject to a number of conditions including:
i. Final Approval of the Exchange; and
ii. Closing the Private Placement concurrently with the Qualifying Transaction for gross proceeds of not less than CDN$2,000,000.
In addition, the Company announced today that in connection with the closing of the Qualifying Transaction, it intends to appoint the following additional strategic advisors:
Alex Heath:
Mr. Heath graduated from the Sauder School of Business at the University of British Columbia, specializing in Marketing and Finance. From 2005 to 2013, Mr. Heath worked for Salman Partners Inc., a boutique investment bank in Vancouver, B.C., providing financial advisory services to the mining industry. During this time, Mr. Heath worked extensively with uranium companies, including helping Hathor Exploration raise $22M for its initial drill program which culminated in the discovery of the Roughrider deposit in Saskatchewan. Since November 2013, Mr. Heath has worked in Corporate Finance for Seaspan Corporation. Since April 2014, Mr. Heath has served as a director of Asante Gold Corporation.
Mark Morabito, B.A., J.D.:
Mr. Morabito has over 15 years’ experience in public markets with a strong focus on junior mining with extensive experience in capital‐raising and corporate development. Mr. Morabito founded and has been director and officer of a number of resource development companies including Alderon Iron Ore Corp. and Excelsior Mining Corp. In December 2009, Mr. Morabito founded King & Bay West Management Corp., a merchant bank and technical services company specializing in identifying, funding and managing resource‐based ventures with a focus on the mining sector. Mr. Morabito has a Bachelor of Arts degree from Simon Fraser University and completed his Juris Doctorate at the University of Western Ontario. He practiced Corporate Finance and Securities Law in Toronto and Vancouver prior to becoming a principal in the mining industry.
Completion of this transaction is subject to a number of conditions, including but not limited to Exchange acceptance. The transaction cannot close until the required Exchange approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in a filing statement or other disclosure document of Westham to be prepared in connection with the QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of Westham should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed QT and has neither approved or disapproved the contents of this news release.
Neither 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
For Further Information, contact:
Scott Gibson Chief Executive Officer 604 697‐0028
This news release includes forward‐looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward‐looking statements. Factors that could cause actual results to differ materially from those in forward‐looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward‐looking statements. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S.
Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.