Whitehorse Gold Increases Non-Brokered Offering to up to $2 million for Aggregate Proceeds under the Offerings of up to $14.8 million Announces Results of Annual General Meeting
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Whitehorse Gold Increases Non-Brokered Offering to up to $2 million
for Aggregate Proceeds under the Offerings of up to $14.8 million
Announces Results of Annual General Meeting
WHG-NR-21-08 May 6, 2021
Vancouver, British Columbia : Whitehorse Gold Corp . (TSXV : WHG ) (“Whitehorse Gold” or
the “Company”), announces that, further to its news release of April 28 , 2021, it has increased the size of
its non-brokered private placement offering (the “Non-Brokered Offering”) of units (each, a “Unit”) and flow-
through units (each, a “Flow-Through Unit”). The Non-Brokered Offering has now increased to aggregate
gross proceeds of up to C$2 million, which consist of up to 329,000 Units and 778,500 Flow-Through Units.
This upsized Non-Brokered Offering is separate and concurrent to the brokered private placement offering
of Units and Flow -Though Units for aggregate gross proceeds of approximately C$ 12.8 million
(the “Brokered Offering”) currently being undertaken by BMO Capital Markets and Laurentian Bank
Securities Inc. as lead agents and joint bookrunners, on behalf of a syndicate of agents . In addition, the
Company has granted the agents an option (the “Agents’ Option”), exercisable at the applicable issue price
up to 48 hours prior to the closing, to place up to an additional 15% of the number of Units or Flow-Through
Units purchased pursuant to the Brokered Offering. Aggregate gross proceeds under the Non- Brokered
Offering and the Brokered Offering (together, the “Offerings”) are now expected to be up to $14.8 million,
in addition to any funds that may be raised if the Agents’ Option is exercised.
Whitehorse Gold's CEO, Kevin Weston, commented, “Due to strong demand we have upsized our Non-
Brokered Offering to accommodate the additional interest from qualified investors.”
As previously announced, the Offerings consist of Units at a price of C$1.50 per Unit and Flow -Through
Units at a price of C$1.60 per Flow-Through Unit. Each Unit will consist of one common share of the
Company (a “Common Share”) and one Common Share purchase warrant (a “Common Warrant”). Each
Flow-Through Unit will consist of one flow -through common share and one Common Share purchase
warrant (a “Flow-Through Warrant”). Each Common Warrant will entitle the holder to acquire one Common
Share (a “Common Warrant Share”) from the Company at a price of C$2.00 per Common Warrant Share
for a period of 60 months following closing of the Brokered Offering (the “Closing”). Each Flow -Through
Warrant will entitle the holder to acquire one Common Share (a “Flow -Through Warrant Share”) from the
Company at a price of C$2.10 per Flow-Through Warrant Share for a period of 60 months following Closing.
In the event that the closing price of the Common Shares is greater than C$3.00 per Common Share on
the TSX Venture Exchange (“TSXV”), or such other principal exchange on which the Common Shares are
then traded, for a period of 10 consecutive trading days at any time after the Closing, the Company may
accelerate the expiry date of the Warrants and the Flow -Through Warrants by givi ng written notice to the
holders thereof, in the form of a press release, and in such case the Warrants and the Flow -Through
Warrants will expire 30 days after the date on which such notice is given by the Company.
The Company intends to use the net proceeds of the Offerings to support continued exploration of the
Skukum Gold Project and for general corporate and working capital purposes.
Whitehorse Gold Corp.
1750 - 1066 West Hastings Street
Vancouver, BC, Canada V6E 3X1
Telephone: (604) 336-5919
www.whitehorsegold.ca
Whitehorse Gold Corp. 2 May 6, 2021
NR-21-08 – Continued
The common shares of the Company issued under the flow-through portions of the Offerings will be issued
as “flow-through shares” with respect to “Canadian exploration expenses” within the meaning of the Income
Tax Act (Canada).
The Offerings are subject to certain conditions including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX V and any applicable securities regulatory authorities. All
securities issued in connection with the Offerings will be subject to a four -month and one day hold period
in Canada.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful. The securities to be offered have not been, and will not be registered under the
United States Securities Act of 1933, as amended, U.S. Securities Act or under any U.S. state securities
laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons,
absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act
and applicable state securities laws.
AGM Results
All matters submitted to the shareholders for approval as set out in Whitehorse Gold’s notice of meeting
and information circular dated March 31, 2021, were approved by the requisite majority of votes cast at the
annual general meeting of the shareholders held on May 5, 2021 (the “AGM”). A total of 21,678,726
Common Shares, representing 50.82 percent of the votes attached to all outstanding Common S hares as
at the record date for the meeting, were represented at the AGM.
Dr. Mark Cruise, Kevin Weston, Lorne Waldman and Bhakti Pavani were re- elected to serve as directors
of the Company. Dr. Rui Feng was also elected to act as a new director of the Company. The details of
the voting results for the election of directors are set out in the table below:
VOTING RESULTS FOR ELECTION OF DIRECTORS
Director
Votes For Withheld Votes
Number Voted % Number Voted %
Dr. Mark Cruise 19,339,318 98.30 335,209 1.70
Kevin Weston 19,657,584 99.91 16,943 0.09
Lorne Waldman 19,660,472 99.93 14,055 0.07
Bhakti Pavani 19,657,746 99.91 16,781 0.09
Dr. Rui Feng 19,338,798 98.29 335,729 1.71
Dr. Rui Feng is successful entrepreneur, explorer, and mine builder with over 25 years of global mining
industry experience. His passion for discovery has led him to explore and acquire mineral opportunities
worldwide. He was integral in discovering Jinshan Gold’s CSH Gold Mine in China in 2002, which was
acquired by China Gold International. Dr. Feng founded Silvercorp in 2003 by acquiring early -stage
properties in China. Dr. Feng obtained his B.Sc. and M.Sc. degrees in Geology in China, his Ph.D. in
Geological Sciences from the University of Saskatchewan in Canada in 1992 and received a Post-Doctorial
fellowship from the National Sciences and Engineering Council of Canada in 1992.
At the AGM, shareholders also voted: 99.78 percent in favour of approving the reappointment of Deloitte
LLP as auditor of the company for the ensui ng year , and 97.74 percent in favour of approving the
Company’s new 10% rolling stock option plan. Final results for all matters voted on at the AGM will be filed
on SEDAR at www.sedar.com and on the Company’s website.
Whitehorse Gold Corp. 3 May 6, 2021
NR-21-08 – Continued
Grant of Stock Options
The Company also announces the grant of an aggregate of 815,000 stock options (the "Options") to a
director, certain officers and a consultant of the Company, pursuant to the terms of the Company ’s stock
option plan (the “Plan”). The options are exercisable for a period of ten years from the date of grant at price
of $1.38 per share, being the closing price of the Common Shares on the TSXV on May 5, 2021. The
Options vest in six equal tranches over a period of three years. The Options are subject to the provisions
of the Plan and the policies of the TSXV.
About Whitehorse Gold Corp.
Whitehorse Gold is a responsible mineral exploration and development company focused on its 170-
square-km Skukum Gold Project located in southern Yukon, approximately 55 km south- southwest of
Whitehorse. The p roject hosts the advanced- stage Skukum Creek and Goddell deposits, and the past
producing Mt. Skukum high- grade gold mine, all of which remain open for expansion, plus additional
untested mineralized occurrences. Project infrastructure includes an all-weather access road, a 50-person
camp, approximatel y 6 kms of underground development, and a previously operating 300- tpd mill and
associated infrastructure. Operations by a previous operator at Mt. Skukum from 1986 to 1988 saw 233,400
tons of ore mined and processed to recover approximately 79,750 ounces of gold.
On Behalf of Whitehorse Gold Corp.
signed "Kevin Weston"
Kevin Weston, CEO & Director
For further information please contact:
Steve Stakiw, Vice President - Corporate Affairs
Phone: 1-604-336-5919
Email: [email protected]
www.whitehorsegold.ca
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 news
release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward- looking statements and forward- looking information (collectively,
"forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All
statements, other than statements of historical fact included in this news release, including, without
limitation, the Company’s objectives, goals, or future plans, the completion of and gross proceeds raised
under the Offerings, the intended use of proceeds from the Offerings , the expected closing date of the
Offerings and other future plans, objectives or expectations of the Company are forward- looking
statements. Forward-looking statements are often, but not always, identified by words or phrases such as
"expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends",
"strategies", "targets", "goals", "forecasts", "objectives", "budgets", "schedules", "potential" or variations
thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved, or the negative of any of these terms and similar expressions. Forward- looking
statements are based on the opinions, assumptions, f actors and estimates of management considered
reasonable at the date the statements are made. The opinions, assumptions, factors and estimates which
may prove to be incorrect, include, but are not limited to: that market fundamentals will result in sustain ed
precious metals demand and prices; that there are no significant disruptions affecting operations, including
labour disruptions, supply disruptions, power disruptions, security disruptions, damage to or loss of
equipment, whether due to flooding, politi cal changes, title issues, intervention by local landowners,
environmental concerns, pandemics (including COVID -19) or otherwise; that the Offerings will close in a
timely manner, that the Company will be able to obtain and maintain governmental approvals, permits and
Whitehorse Gold Corp. 4 May 6, 2021
NR-21-08 – Continued
licenses in connection with its current and planned operations, development and exploration activities,
including at the Skukum Gold Project; that the Company will be able to complete the required upgrading
and retrofitting of the Skukum Gold Project infrastructure to be fit for the Company's planned mining
activities; that the Company will be able to meet its current and future obligations; that the Company will be
able to comply with environmental, health and safety laws; that the Company will be able to secure financing
on suitable terms; and the assumptions underlying mineral resource estimates and the realization of such
estimates.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to differ materially from any future
results, performance or achievements expressed or implied by the forward- looking statements. Such risks
and other factors include, among others: that investor interest will be sufficient to close the Offerings, social
and economic impacts of COVID -19; actual exploration results; changes in project parameters as plans
continue to be refined; results of future exploration activities and resource estimates; futur e metal prices;
availability of capital and financing on acceptable terms; general economic, market or business conditions;
uninsured risks; regulatory changes; defects in title; availability of personnel, materials and equipment on
a timely basis; acciden ts or equipment breakdowns; delays in receiving government and regulatory
approvals (including TSXV approval of the Offerings); unanticipated environmental impacts on operations
and costs to remedy same; and other exploration risks or other risks detailed herein and from time to time
in the filings made by the Company with securities regulators. All of the Company's Canadian public
disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.
Although the Company has attempted to identify important factors that could cause actual actions, events
or results to differ from those described in forward-looking statements, there may be other factors that cause
such actions, events or results to differ materially from those anticipated. There can be no assurance that
forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place
undue reliance on forward-looking statements.
The Company undertakes no obligation to update any of the forward- looking statements in this news
release or incorporated by reference herein, except as otherwise required by law.