Consolidated Westview Increases RTO Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CONSOLIDATED WESTVIEW INCREASES RTO FINANCING
November 9, 2017 – Vancouver, B.C. – Consolidated Westview Resource Corp. (TSXV: CWS.H) (“Westview” or the “Company”) announces that further to its news releases of August 31 and October 18, 2017 in connection with its proposed reverse take-over transaction (the “RTO”) of Lithoquest Diamonds Inc. (“Lithoquest”), the Company has increased the size of the concurrent private placement financing to 18,977,272 units (“Units”) at a price of $0.27 per Unit for gross proceeds of $5,123,863.44 (the “Concurrent Financing”). Each Unit will consist of one common share and one-half (1/2) of one share purchase warrant, each whole warrant entitling the holder thereof to purchase one common share of Westview at a price of $0.40 for a period of 24 months after Closing.
The Company has agreed to pay a finder’s fee of 6% cash and 6% finder’s warrants (the “Finder’s Fee”) to certain finders in connection with the Concurrent Financing including Medalist Capital Ltd. (“Medalist”). Medalist is an exempt market dealer in various provinces of Canada and an insider of Westview. Each finder’s warrant will entitle the holder to purchase one common share of the Company at a price of $0.27 for a period of 24 months after closing.
In addition, certain directors, officers and insiders of the Company including Medalist (collectively the “Insiders”) have agreed to participate in the Concurrent Financing for an aggregate of 960,000 Units for gross proceeds of $259,200.
The portion of the Concurrent Financing with Insiders and the payment of the Finder’s Fee to Medalist constitute “related party transactions” for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and the Company has relied upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for such transactions on the basis that the fair market value of the Concurrent Financing with the Insiders and payment of the Finder’s Fee to Medalist is each less than 25% of the Company’s current market capitalization.
The net proceeds from the Concurrent Financing will be used to fund, among other things, the balance of the costs of the RTO, initial exploration of Lithoquest’s North Kimberley diamond project in Western Australia and the general corporate and working capital expenses of the Company following completion of the RTO (the “Resulting Issuer”).
All securities to be issued in connection with the Concurrent Financing will be subject to a hold period of four months and one day.
The RTO and the Concurrent Financing have been conditionally accepted for filing by the TSX Venture Exchange (the “Exchange”) and, subject to satisfaction or waiver of customary conditions, closing is expected to take place within the next 10 days or so. Final acceptance of the Exchange will be subject to the Resulting Issuer satisfying all of the Exchange’s requirements for re-listing of the Resulting Issuer’s shares on Tier 2 of the Exchange as a mining issuer.
Upon completion of the RTO and Concurrent Financing, it is anticipated that there will be approximately 45,911,963 common shares and 18,349,692 common share purchase warrants of the Resulting Issuer outstanding.
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.
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 RTO, please contact:
Richard Silas, President Tel: (778) 588-7139 Email: [email protected]
Completion of the RTO is subject to a number of conditions, including but not limited to, acceptance of the Exchange. The RTO cannot close until the required regulatory acceptance is obtained. There can be no assurance that the RTO 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 RTO, any information released or received with respect to the RTO 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 RTO 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 RTO and Concurrent Financing; future developments and the business and operations of the Resulting Issuer after the proposed RTO. 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 RTO and Concurrent Financing 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.