Westham Announces Qualifying Transaction
Westham Resources Corp.
1600 – 609 Granville St Vancouver, British Columbia, V7Y 1C3
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
May 21, 2014 TSX Venture Exchange
Trading Symbol: WHR.P
WESTHAM ANNOUNCES QUALIFYING TRANSACTION
Westham Resources Corp (“Westham” or “the Company”), a Capital Pool company listed on the TSX Venture Exchange (the ”Exchange”) is pleased to announce that it has signed a Letter of Intent (the "LOI") dated May 20, 2014, with Kivalliq Energy Corporation, a British Columbia company listed on the TSX Venture Exchange, (TSXV: KIV) ("Kivalliq"). Under the terms of the LOI, Westham and Kivalliq will enter into a definitive option agreement (the "Option Agreement") pursuant to which Westham may earn up to an 85% interest in in Kivalliq’s “Genesis” uranium project (the "Genesis Property"). The Genesis Property is located to the northeast of the Athabasca Basin in Saskatchewan, within the Wollaston‐Mudjatk Transition Zone that hosts all of Canada’s operating uranium mines within the boundaries of the basin.
The execution of the Option Agreement and advance of initial consideration to Kivalliq thereunder is intended to serve as the Company’s "Qualifying Transaction" under the policies of the Exchange (the "QT"). It is anticipated that upon completion of the QT, the Company will be listed on the Exchange as a Tier 2 Mining Issuer and the Company will change its name to Roughrider Exploration Limited. The QT is an “Arm’s Length” transaction under Exchange policies, and it is not anticipated that approval of the QT by Westham's shareholders will be required by the Exchange. In accordance with Exchange Policy, trading of the Company's shares on the Exchange has been halted and will remain halted until the Exchange approves the recommencement of trading.
The Genesis Property:
The Genesis Property is comprised of 46 mineral claims totalling 491,154 acres (198,763 hectares), northeast of Saskatchewan’s Athabasca Basin and along the prospective Western Wollaston Tectonic Domain. The Genesis claim begin 25 kilometres northeast of the Eagle Point uranium mine operated by Cameco Corporation and extends 90 kilometres to the northeast along this prospective geological and structural domain to the Manitoba border.
Until recently, explorers focused on targeting uranium mineralization within the current boundaries of the Athabasca Basin, even though many of the high‐grade resources are located within basement rocks lying beneath the basin. Recent discoveries, such as Fission Uranium Corp.’s Patterson Lake South, which are hosted by basement rocks yet clearly outside current basin boundaries, have renewed interest in exploration of areas outside of the basin having known uranium showings and favorable structural settings within basement host rocks.
The Genesis Property covers regional host rocks known to host uranium mineralization. Past exploration in the project area by Roughrider Uranium Corp., Triex Minerals Corporation CanAlaska Uranium Ltd., and the geological surveys of Saskatchewan and Canada included lake sediment geochemical surveys, airborne geophysical surveys, geological mapping and prospecting. This historic work outlined 30 uranium showings and several known uranium‐ bearing boulder trains. Kivalliq has undertaken extensive generative studies, based on this work and has highlighted eight target areas that display multi‐variant anomalism including combinations of geophysical conductors and/or existing lake sediment, boulder or outcrop uranium or indicator element geochemical anomalies.
The eight target areas selected will be explored with a combination of airborne and ground geophysics, lake sediment sampling, mapping and prospecting. Westham's intent is to complete this year’s program through the summer and early autumn and to refine targets for a major follow‐up drill program in early 2015. A large number of second order targets will remain available for later exploration.
Maps showing the location of the Genesis Property and regional data are available at: http://www.kivalliqenergy.com/Genesis
The LOI:
Under the terms of the LOI, the Company may earn up to an 85% interest in the Genesis Property by paying Kivalliq aggregate cash payments of $1 million, completing $5 million in exploration expenditures and issuing Kivalliq common shares (the "Shares") in two equal tranches to Kivalliq totaling 20% of Westham’s outstanding common shares immediately after closing of the QT and completion of a concurrent financing.
Upon closing of the Proposed Transaction: Westham must make a cash payment to Kivalliq in the amount of CDN$125,000 and issue 10% of the issued and outstanding shares of Westham on a post transaction/post concurrent financing basis. All shares issued to Kivalliq will be subject to a one year hold period from date of issuance.
To earn a 50% interest: By August 31, 2016, Westham must make an additional CDN$175,000 cash payment ($300,000 in total), spend an aggregate of $2.5 million on exploration ($1 million prior to December 31, 2014) and issue to Kivalliq another tranche of Westham shares equal to the number of shares issued upon closing of the Proposed Transaction.
To earn an 85% interest: By August 31, 2018, Westham must make additional cash payments, or an equivalent value in Westham shares, of CDN$250,000 (by August 31, 2017) and CDN$450,000 (by August 31, 2018); and spend an aggregate of $2.5 million on exploration. Subject to receipt of all requisite regulatory approvals, the $700,000 in payments during this phase of the option can be satisfied, at the Company's sole discretion, by issuing additional common shares with equivalent monetary value at a price per share equal to the 20‐day volume weighted average price at which Westham's shares trade on a Canadian stock exchange at the time such election is made.
Kivalliq has agreed to act as project operator for the Genesis Property for the first two years of the agreement subject to industry standard terms and conditions to be set forth in the Option Agreement in order to ensure the continuity and efficiency of the exploration programs.
Should Westham earn an 85% interest in the Genesis Property, Kivalliq's remaining 15% interest in the Genesis Property will be carried until the completion of a Bankable Feasibility Study. Upon completion of a Bankable Feasibility Study, should the Company's board of directors recommend proceeding with commercial production on the Genesis Property, the Company and Kivalliq will enter into a joint venture agreement governing (the "Joint Venture Agreement") the parties' respective rights and obligations in respect of the commercial operation of the Genesis Property.
Subject to the receipt of a bona fide offer for the Genesis Property or a board approved sale of Westham, Westham has the option to earn a 100% interest in the Genesis Property, at any time after earning an 85% project interest, by issuing Kivalliq that number of shares equal to 15% of Westham's issued and outstanding shares immediately prior to the completion of such transaction.
Concurrent Financing:
Subject to the approval of the Exchange, as a condition precedent to closing the Genesis acquisition, to undertake a concurrent non‐brokered financing of at least $2 million (the "Private Placement"). These funds plus current cash on hand will be used to fund the costs of the QT and to fund an initial 12 to 18 month work program on the Genesis Property. A Qualified Person has been engaged to provide an independent technical report on Genesis that meets National Policy 43‐101 "Standards of Disclosure for Mineral Projects" requirements which will detail the current uranium targets and recommend exploration programs to advance them. The Company currently anticipates this technical report on the Genesis Property will be completed no later than mid June.
Directors Officers and Insiders:
In connection with the completion of the QT, the Company intends to appoint two new Directors to its board to reflect the Company’s focus on uranium exploration in the Athabasca Basin. Proposed management and Board of Directors immediately following closing of the QT are set out below:
Dale Wallster, Vancouver, BC – Proposed Director:
Dale Wallster is a geologist and prospector with 35 years experience in North American mineral deposit exploration, with a focus on the targeting and discovery of unconformity‐related uranium deposits since 2002. He was president and founder of Roughrider Uranium Corp., a company acquired by Hathor Exploration Limited in 2006 for its strategically located uranium properties in the Athabasca Basin. Dale and his team are widely credited in the mineral exploration sector for the discovery of the Hathor's Roughrider deposit. In January 2012, Hathor became a wholly‐owned subsidiary of Rio Tinto as part of a CAD$650 million acquisition. Westham will benefit greatly from Dale's guidance at a board level.
Wayne Hewgill, Vancouver, BC – Proposed Director:
Wayne Hewgill is a professional geologist with over 25 years’ experience in Canada, Australia, New Zealand, Zimbabwe and South Africa. Mr. Hewgill spent sixteen years working with BHP Minerals in several jurisdictions and later worked as a mining analyst at several investment dealers. He was VP Corporate Development at Antares Minerals prior to its takeover in 2012 by First Quantum and later a director and senior officer of successor company Regulus Resources.
Jay Sujir, Vancouver, BC ‐ Director:
Jay Sujir is a corporate, securities, and natural resource lawyer with extensive experience in advising and assisting public companies in Canada. Mr. Sujir has been a Partner of Anfield Sujir Kennedy & Durno LLP since 1991 and is a member of the Law Society of British Columbia, the Canadian Bar Association, and the British Columbia Advisory Committee of the TSX Venture Exchange.
Scott Gibson, Vancouver, BC – Director and Chief Executive Officer:
Mr. Gibson has 14 years experience with financing and marketing resource companies. Mr. Gibson was co‐founder of Precipitate Gold Corp. in 2010 with Eric Coffin and the late David Coffin. He is president/co‐founder of Kitco Gibson Capital since 2004 and Beneath the Surface Capital since 2008, investment firms focused on resource exploration and development companies.
He was principal of Gibson Marketing (2001‐2008) which provided marketing and investor relations services to exploration/development companies. He is a speaker at numerous international investment conferences. Mr. Gibson obtained his Bachelor of Commerce degree from the University of British Columbia in 1995.
Andrew MacRitchie, Vancouver, B.C. – Chief Financial Officer:
Mr. MacRitchie holds a B.Sc. Honours degree from the University of British Columbia. He received his Chartered Accountant designation in 2003 while articling with PricewaterhouseCoopers. During that time, Mr. MacRitchie provided services to public companies in the technology and commodities industries. Prior to joining Helio Resource Corp. in 2007, Mr. MacRitchie spent four years as the Corporate Controller for a group of exploration‐ stage companies with gold, silver, diamond and base metals projects in North America, South America, and Africa. Mr. MacRitchie volunteers as a member of the Board of Directors of the Kidney Foundation of Canada.
Eric Coffin, Vancouver, BC – Strategic Advisor
Mr. Coffin has extensive experience in merger and acquisitions and small company financing and promotion. He has helped found several junior explorers over the years and advised many others. Eric has a B. Comm. degree in Corporate and Investment Finance.
Mr. Coffin is co‐founder of Pediment Gold Corp. which merged with Argonaut Gold Inc. in January 2011 in a $146M transaction. Mr. Coffin co‐founded Precipitate Gold Corp. in 2010 with his late brother David and Scott Gibson, and staked the company’s core projects in the Dominican Republic. Eric Coffin has been the publisher of the Hard Rock Analyst newsletter since 1995.
Closing Conditions of the Transaction:
Pursuant to the terms of the LOI, closing of the QT is subject to a number of conditions including the following:
i. Approval of the transaction by the Westham and Kivilliq’s Board of Directors
ii. approval of the TSX Venture Exchange;
iii. Closing the Private Placement concurrent with the QT for gross proceeds of not less than CDN$2,000,000;
iv. Completion of a definitive Option Agreement between Westham and Kivilliq as set out above including standard joint venture terms; and
v. Completion, to the satisfaction of the Company in its sole discretion, of its due diligence review of the Genesis Property including delivery by Kivalliq of a National Instrument 43‐ 101 compliant technical report on the Genesis Property before June 15, 2014.
Scott Gibson, President of Westham Resources commented “we’re pleased to be able to negotiate a deal on such a large and prospective land package in the world’s premier uranium exploration area. The Genesis agreement has been negotiated with one of the most respected uranium explorers in the business and includes direct input by individuals credited with the discovery of Hathor’s Roughrider uranium deposit. This proposed transaction provides Westham with a suite of uranium targets in a trusted jurisdiction with the potential for high impact discovery and ensures the continued involvement of a strong technical group to move them forward. Westham looks forward to a long and successful partnership in the Athabasca Basin."
Completion of this transaction is subject to a number of conditions, including but not limited to Exchange acceptance. The transaction cannot close until the required Exchange approval 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 a filing statement or other disclosure document of Westham to be prepared in connection with the QT, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of Westham should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed QT and has neither approved or disapproved the contents of this news release.
Neither 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
For Further Information, contact:
Scott Gibson Chief Executive Officer 604 697‐0028
This news release includes forward‐looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward‐looking statements. Factors that could cause actual results to differ materially from those in forward‐looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward‐looking statements. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.