NEWS RELEASE
WestKam Announces Private Placement to Existing Shareholders and Other Investors
Vancouver, BC, April 26, 2016 – WestKam Gold Corp.
announces that the Company intends to raise up to $ placement (the “ Offering ”) of units (“price of $0.03 per Unit/FT Unit . Subject to certain limi existing shareholders of the Company.
acceptance.
The Offering
The maximum Offering is 15,333,333 Each Unit will consist of one common share in the capital of warrant (the “ Warrants ”). Each Warrant will be exercisable into one years at a price of $0.05/share. Each capital of WestKam and one Warrant.
A finder's fee of cash, common s hares or Warrants, or a combination thereof, may be paid to eligible finders with respect to any portion
The proceeds of the Offering will be used to Bonaparte property, to repay outstanding debt and for working capital and general corporat Assuming the entire $2,000,000 Offering is completed, the use of p underground 220m drill program on the Bonaparte property costs, support costs including personnel, payable ($160,000); legal /accounting/audit and filing fees ($15,500); website/corporate communications ($ ($140,000); rent/office expens es and general supplies ($6,500 fees for CFO and CEO ($30,000) ; and Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offerin g is not fully subscribed, the Company will apply t he proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company
The securities issued in connection with months and one day from the date of issuance of such securities.
NEWS RELEASE
WestKam Announces Private Placement to Existing Shareholders and Other Investors WestKam Gold Corp. (TSX-V: WKG) (the “ Company” announces that the Company intends to raise up to $ 2,000,000 by way of a non”) of units (“ Units ”) and flow-through units ( "FT Units ") of. Subject to certain limi tations discussed below, the Offering is open to all existing shareholders of the Company. The Offering is subject to TSX Venture Exchange (“15,333,333 Units and 51,333,333 FT Units for gross proceeds of $ Each Unit will consist of one common share in the capital of WestKam and one common”). Each Warrant will be exercisable into one common share for a period of Each FT Unit will consist of one flow-through common share in the and one Warrant.
hares or Warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders. The proceeds of the Offering will be used to conduct a Phase II work program on the Company’s repay outstanding debt and for working capital and general corporat Offering is completed, the use of p roceeds will be as follows: P on the Bonaparte property , including drilling, equipment and material costs, support costs including personnel, environmental, and mob/demob ($ 1,540,000 /accounting/audit /AGM costs ($60,000 ); transfer agent fees/regulatory website/corporate communications ($ 18,000); finder’s fees and commissions es and general supplies ($6,500 ); consulting fees ($10,000); management; and unallocated/general corporate purposes ($20 ,000 Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events g is not fully subscribed, the Company will apply t he proceeds of the Offering to the above uses in priority and in such proportions as management of the Company determines is in the best interests of the Company .
The securities issued in connection with the Offering will be subject to a hold period expir ing four months and one day from the date of issuance of such securities.
WestKam Announces Private Placement to Existing Shareholders and Other Investors Company” or “WestKam ”) by way of a non -brokered private the Company at a tations discussed below, the Offering is open to all Offering is subject to TSX Venture Exchange (“ TSXV ”) final for gross proceeds of $ 2,000,000.
ommon share purchase hare for a period of five common share in the hares or Warrants, or a combination thereof, may be paid to eligible of the Offering that is not subscribed for by existing shareholders.
work program on the Company’s repay outstanding debt and for working capital and general corporat e purposes. roceeds will be as follows: P hase II drilling, equipment and material 1,540,000 ); accounts); transfer agent fees/regulatory listing s fees and commissions 0,000); management,000 ). Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events g is not fully subscribed, the Company will apply t he proceeds of the Offering to the above uses in priority and in such proportions as management of the Company the Offering will be subject to a hold period expir ing four
The Offering is being offered to existing shareholders of the Company in accordance with the provisions of the Canadian existing shareholder exemption (the “ Existing Shareholder Exemption ”), as well as to other investors pursuant to other available exemptions. The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces, other than Newfoundland and Labrador.
Shareholders of record of the Company as at April 2 5, 2016 (the “ Record Date ”) are eligible to participate under the Existing Shareholder Exemptio n. Any person who becomes a shareholder of the Company after the Record Date is not permitted to p articipate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult t heir professional advisors when completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: (a) be a shareholder of the Co mpany on the Record Date, (b) be purchasing the Units or FT Units as a principal and for their own account and not for any other party, and (c) may no t subscribe to more than $15,000 of securities from th e Company in any 12 month period. In the event that a subscriber wants to subscribe for more than the $15,000 value of securities then they may do so provided they have first received 'suitability advi ce' from a registered investment dealer. In this c ase subscribers will be asked to confirm the registered investment dealer's identity and employer.
The Offering is not subject to any minimum aggregat e subscription. If subscriptions received for the Offering based on all available exemptions exceed t he maximum Offering amount of $2,000,000, Units/FT Units will be allocated pro rata amongst all subscribers qualifying under all avail able exemptions.
Any existing shareholders interested in participati ng in the Offering should contact the Company pursuant to the contact information set forth below.
About WestKam Gold Corp.
WestKam is a Canadian gold exploration company focused on developing the Bonaparte Gold Project near Kamloops, British Columbia. Additional information can be found on the Company’s website at www.westkamgold.com .
ON BEHALF OF THE BOARD OF DIRECTORS
“Matt Wayrynen” Matt Wayrynen, President
WestKam Gold Corp.
Suite 900, 570 Granville Street Vancouver, BC V6C 3P1 Contact: John Ulmer, Investor Relations 778.994.6453 www.westkamgold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking information
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking information regarding the Offering and the use of proceeds of the Offering. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: TSXV acceptance of the Offering; future costs and expenses being based on historical costs and expenses, adjusted for infl ation; and market demand for, and market acceptance of, the Offering. In addition, these statements involve substantial known and unknown ri sks and uncertainties that contribute to the possib ility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company’s control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forwardlooking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.