Consolidated Westview Resource Corp. Consolidated Westview Announces Proposed Reverse Takeover with Lithoquest Diamonds Inc.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CONSOLIDATED WESTVIEW RESOURCE CORP.
CONSOLIDATED WESTVIEW ANNOUNCES PROPOSED REVERSE TAKEOVER WITH LITHOQUEST DIAMONDS INC.
August 31, 2017 – Vancouver, B.C. – Consolidated Westview Resource Corp. (TSXV: CWS.H) (“Westview” or the “Company”) announces that it has signed an arm’s length, non-binding letter of intent dated August 29, 2017 (the “LOI”) with Lithoquest Diamonds Inc. (“Lithoquest”) to acquire 100% of the issued and outstanding common shares of Lithoquest (“Lithoquest Shares”) in exchange for a combination of common shares and warrants of Westview that will result in a reverse take-over of Westview by the shareholders of Lithoquest (the “Transaction”).
Lithoquest is a non-reporting British Columbia company that has acquired, indirectly through a wholly-owned Australian subsidiary, two exploration licences in Western Australia covering approximately 100,803 hectares (the “North Kimberley Diamond Project”) and has applied for an additional, contiguous exploration licence covering approximately 47,791 hectares. The exploration licences are prospective for diamonds. Lithoquest also has working capital of approximately $780,000.
In conjunction with the Transaction, Westview has agreed to raise a minimum of $2,430,000, by way of a non-brokered private placement of 9,000,000 units (the “Units”) at not less than $0.27 per Unit (the “Concurrent Financing”) to fund, among other things, the exploration of the North Kimberley Diamond Project and for general corporate and working capital purposes.
It is anticipated that, upon completion of the Transaction and Concurrent Financing, there will be approximately 35,934,691 common shares and 12,357,417 common share purchase warrants of the combined entity (the “Resulting Issuer”) issued and outstanding.
The Transaction
Under the Transaction the shareholders of Lithoquest (the “Lithoquest Shareholders”) will exchange all of their Lithoquest Shares for a combination of Westview common shares (the “Westview Shares”) and Westview warrants (the “Westview Acquisition Warrants”) on the basis of one Westview Share and one quarter (1/4) of one Westview Acquisition Warrant for each Lithoquest Share. Each whole Westview Acquisition Warrant will entitle the holder to acquire one additional Westview Share at a price of $0.30, or such higher minimum price acceptable to the TSX Venture Exchange (the “Exchange”), for a period of 24 months from closing of the Transaction (the “Closing”).
Immediately prior to Closing and after giving effect to a proposed 2 for 1 split of the Lithoquest Shares (the “Lithoquest Split”), there will be a total of 21,391,668 Lithoquest Shares outstanding, which shares will be exchanged for a total of 21,391,668 Westview Shares and 5,347,917 Westview Acquisition Warrants.
Upon Closing, Westview will also acquire all outstanding warrants to purchase Lithoquest Shares (“the Lithoquest Warrants”) in exchange for warrants of Westview (the “Westview Exchange Warrants”) to purchase an equivalent number of Westview Shares at the same exercise prices as the Lithoquest Warrants. It is anticipated that Westview will issue a total of 2,509,500 Westview Exchange Warrants in exchange for 2,509,500 Lithoquest Warrants (after giving effect to the Lithoquest Split), each Westview Exchange Warrant entitling the holder to purchase one Westview Share for a period of 24 months at an exercise price of $0.30 (as to 2,362,500 Lithoquest Warrants) and $0.20 (as to 147,000 Lithoquest Warrants).
The Transaction will be structured by way of exempt takeover (share exchange agreement), or such alternate merger structure as is agreed to by the parties following a review of all relevant legal, regulatory and tax matters, and the LOI contemplates that Westview and Lithoquest will promptly negotiate and enter into a definitive agreement (the “Definitive Agreement”) on substantially the terms and conditions set out in the LOI and such additional representations, covenants and other terms and conditions as are customary for a transaction of this nature and size.
The Transaction is subject to requisite regulatory approvals, including the acceptance of the Exchange and standard closing conditions, as well as the conditions described below.
It is anticipated that after completion of the Transaction and the Concurrent Financing, the Resulting Issuer will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the Exchange.
Certain Westview Shares to be issued pursuant to the Transaction will be subject to escrow restrictions and, if applicable, seed share resale hold periods in accordance with the policies of the Exchange.
Conditions to the Transaction
The LOI provides that completion of the Transaction is subject to a number of conditions, including:
- the parties and, if applicable, the Lithoquest Shareholders negotiating and executing the Definitive Agreement.
all necessary consents, approvals and other authorizations of any court, government, regulatory • authorities and/or other third parties being obtained including, but not limited to, the conditional acceptance of the Exchange.
- Lithoquest having completed the Lithoquest Split.
- Westview having completed the Concurrent Financing.
- the appointment of Lithoquest’s nominees as the board of directors of the Resulting Issuer.
- Westview shall change its name to “Lithoquest Diamonds Inc.” or such other name acceptable to Lithoquest and the Exchange.
- Closing of the Transaction taking place on or before October 31, 2017.
Lithoquest must also provide Westview with (i) audited financial statements for its two most recently completed fiscal years and unaudited financial statements for its most recent interim period, (ii) a NI 43-101 technical report on the North Kimberley Diamond Project, and (iii) a title opinion for the North Kimberley Diamond Project.
The Transaction was negotiated on an arm’s length basis and as such will not be subject to Westview shareholder approval.
Concurrent Financing
Concurrent with the Closing, Westview will complete a non-brokered private placement of a minimum of 9,000,000 Units at a price of not less than $0.27 per Unit for gross proceeds of not less than $2,430,000. Each Unit will consist of one Westview Share and one-half (1/2) share purchase warrant, each whole warrant entitling the holder thereof to purchase an additional Westview Share at a price of not less than $0.40 for a period of 24 months from Closing. The net proceeds of the Concurrent Financing will be used to fund, among other things, the exploration of the North Kimberley Diamond Project and the general corporate and working capital expenses of the Resulting Issuer. Westview may pay finder’s fees to arm’s length finders in connection with the Concurrent Financing in accordance with the policies of the Exchange.
All securities issued by Westview pursuant to the Concurrent Financing will be subject to a hold period of four months and one day from Closing.
Principals of the Resulting Issuer
Upon completion of the Transaction it is anticipated that the Resulting Issuer’s board of directors and management will be comprised of the following individuals:
Bruce Counts, B.A.Sc. (Geological Engineering), P.Geo. – President, CEO and Director;
Dwight Walker, CPA, CGA – CFO;
Angela Austman, B.A., LL.B. - Director Lon Shaver, B.Comm. (Finance), CFA - Director Gerald Prosalendis, B.A. – Director.
Bruce Counts has over 25 years’ experience in international diamond exploration and more than 16 as a director and senior officer of publicly traded mineral exploration companies. He was directly involved in the discovery of several kimberlite fields, including the Lac de Gras field which is host to the Ekati Diamond Mine in Canada’s Northwest Territories. Bruce holds a Bachelor of Applied Science in Geological Engineering from the University of British Columbia and is a registered Professional Geoscientist.
Dwight Walker has over 30 years’ experience in finance and administration, including the most recent 10 years within the mining sector. He has served as the Chief Financial Officer of several public companies. Mr. Walker is the former CFO of ECU Silver Mining Inc, an emerging Mexico-based silver producer that had 500 employees and two operating mills, and part of the team that sold the company through a plan of arrangement transaction at a value in excess of $300 million.
Angela Austman has 15 years’ experience advising publicly-traded mineral exploration companies on matters of corporate governance, finance and securities law. She is a Partner at Lawson Lundell LLP in Vancouver. Ms. Austman received her LLB from the University of British Columbia and is called to the Bar in British Columbia, Yukon, Northwest Territories and Nunavut.
Lon Shaver, CFA, has 25 years of capital markets and corporate experience, mostly focused on the Canadian mining sector. This includes roles as an investment banker with Raymond James and Merrill Lynch, where he completed numerous financing and M&A mandates, as well as a mining analyst with an institutional sell-side firm. Mr. Shaver’s corporate experience includes CFO roles with a publicly-listed diamond exploration company and a private technology company.
Gerald Prosalendis has been an officer or director of a number of publicly traded mining exploration and development companies. He is currently a director and President and COO of Quaterrra Resources Inc. He was the Vice President Corporate Development of Western Silver Corporation and was involved in the successful sale of that company in 2006 to Glamis Gold Ltd. He was also Vice President Corporate Development of Dia Met Minerals, a member of the team that developed the Ekati diamond mine and was involved in the sale of Dia Met to BHP Billiton in 2001. He has worked with company executives to develop and implement strategic plans; identify opportunities for growth including property acquisitions, M&A activity, joint ventures and partnerships; facilitate corporate financings; and, build companies’ profiles in the investment community.
Ownership of Lithoquest and Capitalization of Resulting Issuer
There are currently 40 registered shareholders of Lithoquest holding 10,695,834 Lithoquest Shares (21,391,668 shares after giving effect to the Lithoquest Split).
In addition, there are currently 5,543,023 Westview Shares outstanding such that upon completion of the Transaction and the Concurrent Financing there will be approximately 35,934,691 common shares of the Resulting Issuer outstanding on an undiluted basis. Westview will not be proceeding with its previously announced share consolidation on a 1.5 old for 1 new share basis under the Transaction.
The Transaction was negotiated on an arm’s length basis. However, Medalist Capital Ltd. (“Medalist”), an insider of Westview, currently owns 674,074 or 12.16% of the outstanding Westview Shares as well as 250,000 Lithoquest Shares and 192,500 Lithoquest Warrants (prior to giving effect to the Lithoquest Split), such that upon completion of the Transaction and the Concurrent Financing, Medalist will own approximately 1,174,074 common shares (or 3.27%) and 510,000 warrants of the Resulting Issuer. The above figures are not within the knowledge of Westview and have been provided by Medalist or extracted from the shareholder register of Lithoquest and assume that no Units are acquired by Medalist under the Concurrent Financing. Medalist is an exempt market dealer in, among other provinces, British Columbia and Ontario.
The Transaction, as it relates to Medalist, constitutes a “related party transaction” under the policies of the Exchange and for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Westview intends to rely upon exemptions from the requirement to obtain a formal valuation and minority shareholder approval for the Transaction on the basis that the fair market value of the Transaction, insofar as it relates to Medalist, is less than 25% of the current market capitalization of Westview.
Stock Options
Concurrent with the Closing, it is anticipated that the Resulting Issuer will grant incentive stock options to purchase up to an aggregate of two million common shares to certain directors, officers, employees and/or consultants of the Resulting Issuer as designated by Lithoquest. Each stock option will entitle the holder to purchase one common share at a price of $0.27 for a period of five years from Closing.
About Lithoquest
Lithoquest is a private British Columbia company which holds indirect title to two exploration licences in the north Kimberley region of Western Australia that cover approximately 100,803 hectares, and has applied for an additional contiguous exploration licence covering approximately 47,791 hectares. The exploration licences are prospective for diamonds and comprise the North Kimberley Diamond Project The project is located approximately 65km east of the community of Kalumburu. It is accessible by an established seasonal road and is within 5km of tidewater. Lithoquest has identified numerous priority targets on the project including two where composite rock samples of suspected (weathered) kimberlite associated with discrete topographic features have yielded kimberlite indicator minerals with high-interest chemistry.
Sponsorship
Sponsorship may be required by the Exchange unless waived in accordance with Exchange policies. Westview intends to apply to the Exchange for a waiver of such sponsorship requirements; however, there is no assurance that Westview will ultimately obtain this waiver. Westview will include any additional information regarding sponsorship in a subsequent press release.
General
All information contained in this news release with respect to Westview and Lithoquest was supplied by the respective parties for inclusion herein and each party and its directors and officers have relied on the other party for all information concerning the other party contained herein.
Bruce Counts, the President and Chief Executive Officer of Lithoquest and the proposed President and Chief Executive Officer of the Resulting Issuer, holds a degree in geological engineering, is a Professional Geoscientist and the “qualified person” under National Instrument 43-101, Standards of Disclosure for Mineral Projects responsible for approving the scientific and technical information contained in this news release.
For further information regarding the Transaction, please contact:
Richard Silas, President Tel: (778) 588-7139 Email: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. The Transaction cannot close until the required regulatory acceptance 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 the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Westview should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward- looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction and Concurrent Financing; future developments and the business and operations of the "Resulting Issuer" after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties, uncertain capital markets, lack of available capital and delay or failure to receive third party or regulatory approvals. There can be no assurance that the Transaction will proceed on the terms contemplated above or at all and that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Westview and Lithoquest disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES AND NEITHER WESTVIEW NOR LITHOQUEST IS SOLICITING AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.