WestKam Announces
NEWS RELEASE
WestKam Announces
Vancouver, BC, January 5, 2017 –
announces that it has entered into a letter of intent
(TSXV:MXL) (“ MX Gold ”), pursuant to which it has agreed to sell all of its interest
property to MX Gold in consideration for
approximate 19.7% interest in MX Gold
additional securities prior to closing
Gold shares to its shareholders, on a
transaction is considered a Non Arm’s Length transa ction under the policies of the TSX Venture
Exchange (the “ TSXV ”) in that the Company’s director, Mr. Akash Patel, is also a director and executive
officer of MX Gold.
The LOI contemplates a 30 day due diligence period during which MX Gold will verify information
regarding the Bonaparte property and the Com
The sale of the Bonaparte property is further
agreement within 60 days, with terms and conditions acceptable to both parties.
of the definitive agreement, the Company has agreed to
months of termination, in cash or in common shares at the Company’s discretion)
transaction does not close due to the Company being unable
conditions. In addition, effective upon signing of the definiti ve agreement, MX Gold has agreed to
reimburse the Company for costs
amount of $75,000.
As previously announced ( refer to the Company’s
optioned a 5% interest in the Bonaparte property to MX Gold in consideration for MX Gold incurring a
minimum of $650,000 in exploration expenditures on the propert
Company is awaiting evidence that qualifying
to determine whether MX Gold has earned its 5% interest in the property
if MX Gold has earned the 5% interest in the
acquired under the LOI will be the remaining 95% interest; however, if
interest, then the interest being acquired under the LOI will be a 100% intere
consideration payable therefore.
The Company has also entered into a letter of intent with an arm’s
pursuant to which it will a cquire three mineral claims that are adjacent to th e Bonaparte property, in
consideration for $10,000 and 11,000,000 common sha res of the Company. The three claims are
subject to an existing 1% NSR which the Company has agreed to assume
grant an additional 1% NSR to the vendor of the property.
NEWS RELEASE
WestKam Announces Proposed Sale of Bonaparte Property and
Acquisition of New Claims
WestKam Gold Corp. (TSX-V: WKG) (the “ Company”
entered into a letter of intent (“ LOI ”) dated January 4, 2017 with
pursuant to which it has agreed to sell all of its interest
roperty to MX Gold in consideration for 40 million shares of MX Gold ( which will represent an
approximate 19.7% interest in MX Gold on a non-diluted basis , assuming MX Gold does not issue any
additional securities prior to closing ). The Company intends to dividend a substantial number of
on a pro rata basis, subject to compliance with all applicable laws.
transaction is considered a Non Arm’s Length transa ction under the policies of the TSX Venture
”) in that the Company’s director, Mr. Akash Patel, is also a director and executive
The LOI contemplates a 30 day due diligence period during which MX Gold will verify information
regarding the Bonaparte property and the Com pany will conduct standard due diligence on MX Gold .
sale of the Bonaparte property is further conditional upon the entering into of a
with terms and conditions acceptable to both parties. Effective upon signing
the Company has agreed to pay a break fee of $37,500 (payable within 6
months of termination, in cash or in common shares at the Company’s discretion)
transaction does not close due to the Company being unable to satisfy one or more of its closing
In addition, effective upon signing of the definiti ve agreement, MX Gold has agreed to
reimburse the Company for costs it has incurred in relation to this transaction, up to a m aximum
refer to the Company’s December 28, 2016 news release), the Company
optioned a 5% interest in the Bonaparte property to MX Gold in consideration for MX Gold incurring a
minimum of $650,000 in exploration expenditures on the propert y by December 31, 2016.
that qualifying expenditures have been incurred by the deadline
to determine whether MX Gold has earned its 5% interest in the property . The parties have agreed that
5% interest in the Bonaparte property, then the property
the remaining 95% interest; however, if MX Gold has not earned
then the interest being acquired under the LOI will be a 100% intere st, without change in the
he Company has also entered into a letter of intent with an arm’s -length party , Platinum Capital Corp.,
cquire three mineral claims that are adjacent to th e Bonaparte property, in
consideration for $10,000 and 11,000,000 common sha res of the Company. The three claims are
which the Company has agreed to assume and the Company ha
grant an additional 1% NSR to the vendor of the property.
Company” or “WestKam ”)
with MX Gold Corp.
pursuant to which it has agreed to sell all of its interest in its Bonaparte
which will represent an
, assuming MX Gold does not issue any
a substantial number of the MX
applicable laws. This
transaction is considered a Non Arm’s Length transa ction under the policies of the TSX Venture
”) in that the Company’s director, Mr. Akash Patel, is also a director and executive
The LOI contemplates a 30 day due diligence period during which MX Gold will verify information
pany will conduct standard due diligence on MX Gold .
conditional upon the entering into of a definitive
ffective upon signing
pay a break fee of $37,500 (payable within 6
months of termination, in cash or in common shares at the Company’s discretion) in the event this
to satisfy one or more of its closing
In addition, effective upon signing of the definiti ve agreement, MX Gold has agreed to
incurred in relation to this transaction, up to a m aximum
December 28, 2016 news release), the Company
optioned a 5% interest in the Bonaparte property to MX Gold in consideration for MX Gold incurring a
y by December 31, 2016. The
by the deadline in order
parties have agreed that
property interest being
MX Gold has not earned the 5%
st, without change in the
, Platinum Capital Corp.,
cquire three mineral claims that are adjacent to th e Bonaparte property, in
consideration for $10,000 and 11,000,000 common sha res of the Company. The three claims are
and the Company ha s agreed to
2
Completion of each of the above transactions is sub ject to a number of conditions, including TSXV
acceptance, and the sale of the Bonaparte property requires disinterested shareholder approval. The
Bonaparte transaction cannot close until the requir ed shareholder approval is obtained. There can be
no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in a management information circular or filing
statement to be prepared in connection with the tra nsactions, any information released or received
with respect to the transactions may not be accurat e or complete and should not be relied upon.
Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has
neither approved nor disapproved the contents of this press release.
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, 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
sale of the Bonaparte property to MX Gold, the acquisition of the additional claims, receipt of TSXV acceptance to both transactions, receipt of
disinterested shareholder approval to the Bonaparte transaction, completion of all conditions required to be met in order to close each of the
transactions. These forward-looking statements invo lve numerous assumptions made by the Company based on its experience, perception of
historical trends, current conditions, expected fut ure developments and other factors it believes are appropriate in the circumstances. 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 forward-
looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.