Consolidated Westview Completes Rto with Lithoquest Diamonds
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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
CONSOLIDATED WESTVIEW COMPLETES RTO WITH LITHOQUEST DIAMONDS
November 23, 2017 – Vancouver, B.C. – Consolidated Westview Resource Corp. (TSXV: CWS.H)
(“Westview” or the “Company”) is pleased to announce that further to its news releases of August 31,
October 18 and November 9, 2017 the Company has today completed its reverse take-over transaction (the
“RTO”) of Lithoquest Diamonds Inc. (“Lithoquest”). The Company has acquired 100% of the issued and
outstanding shares of Lithoquest (the “Lithoquest Shares”) in exchange for a total of 21,391,668 common
shares of the Company at an issue price of $0.27 per share, of which 8,817,916 shares are subject to escrow
for a period of three years in accordance with the value security escrow agreement of the TSX Venture
Exchange (the “Exchange”). As further consideration for the Litho quest Shares, the Company has also
issued a total of 5,347,920 share purchase warrants (the “Acquisition Warrants”) to the former shareholders
of Lithoquest on the basis of ¼ of one Acquisition Warrant for each one Lithoquest Share. Each Acquisition
Warrant entitles the holder to purchase an additional common share of the Company at a price of $0.30 for a
period of 24 months from closing of the RTO (the “Closing”).
In conjunction with the RTO, the Company has also issued 2,374,500 warrants (the “Exchange Warrants”)
in exchange for 2,374,000 outstanding Lithoquest warrants, each Exchange Warrant entitling the holder to
purchase one share of the Company for a period of 24 months at a price of $0.30 (as to 2,362,000 shares) and
$0.20 (as to 12,000 shares).
Concurrent Financing
Concurrent with Closing of the RTO, the Company has also completed a non-brokered private placement
financing of 18,977,272 units (“Units”) at a price of $0.27 per Unit for gross proceeds of $5,123,863.44
(the “Financing”). Each Unit consist ed of one common share and one -half (1/2) of one share purchase
warrant, each whole warrant entitling the holder to purchase one common share of the Company at a price
of $0.40 for a period of 24 months from Closing.
The net proceeds from the 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.
Cash finder’s fees totaling $136,327 and 384,914 finder’s warrants were paid to certain registered dealers
in connection with the Financing including Medalist Capital Ltd. (“ Medalist”). Medalist is an exempt
market dealer in various provinces of Canada, a former insider of Westview and a former shareholder of
Lithoquest. The payment of the finder’s fee to Medalist and Medalist’s participation in the RTO as a
shareholder of Lithoquest were approved, by way of consent resolution, by a majority of the
“disinterested shareholders” of the Company, excluding Medalist. Each find er’s warrant entitle s the
holder to purchase one common share of the Company at a price of $0.27 f or a period of 24 months from
Closing.
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All securities to be issued in connection with the Financing are subject to a four month hold period
expiring March 24, 2018.
Early Warning Disclosure
Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired
4,000,000 Units pursuant to the Financing for total consideration of $1,080,000. As a result of the
Financing, Mr. Sprott is the beneficial owner of 4,000,000 common shares of the Company and 2,000,000
share purchase warrants representing approximately 8. 7% of the issued and outstanding common shares
of the Company on a non -diluted basis and 12.5% on a partially diluted basis. The above percentages are
calculated based on 45,911,963 issued and outstanding common shares of the Company after giving effect
to the Closing and Financing. Prior to the Closing and Financing, Mr. Sprott did not beneficially own any
common shares or share purchase warrants of the Company.
The Units were acquired by Mr. Sprott, through 2176423 Ontario Ltd. for investment purposes. Mr.
Sprott has a long- term view of the investment and may acquire additional securities of the Company
either on the open market or through private acquisitions or sell securities of the Company either on the
open market or through private dispositions in the future depending on market conditions, reformulation
of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear
on the Company's profile on SEDAR and may also be obtained by calling (416) 362- 7172 (200 Bay
Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1)
Rosseau Asset Management Ltd. (“RAM”), on behalf of their clients, acquired control and direction of
5,100,000 Lithoquest Shares (Post -Split) prior to the RTO, 1,250,000 Exchange Warrants and 1,275,000
Acquisition Warrants pursuant to the RTO and 1,860,000 Units pursuant to the Financing. As a result of
the RTO and Financing, RAM has control and direction of 6,960,000 common shares of the Company
and 3,455,000 common share purchase warrants of the Company, representing approximately 15.16% of
the issued and outstanding common shares of the Com pany on a non-diluted basis, 21.10% on a partially
diluted basis and 15. 78% on a fully diluted basis. The above percentages are calculated based on
45,911,963 issued and outstanding common shares of the Company after giving effect to the Closing and
Financing. Prior to the Closing and Financing, RAM did not beneficially own or have control or direction
of any common shares or share purchase warrants of the Company.
The securities were acquired by RAM for investment purposes. RAM has a long -term view of the
investment and may acquire additional securities of the Company either on the open market or through
private acquisitions or sell securities of the Company either on the open market or through private
dispositions in the future depending on market conditi ons, reformulation of plans and/or other relevant
factors. A copy of RAM’s early warning report will appear on the Company's profile on SEDAR and may
also be obtained by contacting Dwight Walker, Corporate Secretary, at 416-567-2785.
Bruce Counts, President and Chief Executive Officer of the Company, personally and through his holding
company, acquired control and direction of 3,750,000 Lithoquest Shares, 937,500 Acquisition Warrants
and 25,000 Exchange Warrants pursuant to the RTO and 50,000 Units pursuant to the Financing. In
addition Mr. Counts will be granted 425,000 options to purchase common shares of the Company
(“Options”) following completion of the RTO. As a result of the RTO and the Financing and the
anticipated granting of Options, Mr. C ounts will have control and direction of 3,800,000 common shares
of the Company, 987,500 common share purchase warrants of the Company and 425,000 Options,
representing approximately 8.28% of the issued and outstanding common shares of the Company on a
non-diluted basis, 11.01% on a partially diluted basis and 7.90 % on a fully diluted basis. The above
percentages are calculated based on 45,911,963 issued and outstanding common shares of the Company
after giving effect to the Closing and Financing. Prior to the Closing and Financing, Mr. Counts did not
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beneficially own or have control or direction any common shares or share purchase warrants of the
Company. The early warning report required by National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues will be filed under the Company’s profile at
www.sedar.com and a copy of the report can be obtained by contacting Dwight Walker, Corpor ate
Secretary, at 416-567-2785.
Management Team
As part of the RTO, the Company has also changed its name to “Lithoquest Diamonds Inc.” and
reconstituted its board of directors and management as follows:
Bruce Counts - President, Chief Executive Officer and director.
Dwight Walker - Chief Financial Officer and Corporate Secretary
Angela Austman - Director
Lon Shaver - Director
Gerald Prosalendis - Director.
See the Company’s filing statement dated November 15, 2017, a copy of which is available for review on
SEDAR, for a more detailed description of the RTO as well as the work experience and educational
backgrounds of the Company’s new board of directors and management.
As a result of the RTO and Financing, there are now 45,911,963 common shares and 17,595,970 common
share purchase warrants of the Company outstanding. In addition, the Company has granted incentive
stock options to directors, officers and consultants to purchase up to a n aggregate of 2,500,000 common
shares at a price of $0.27 per share for a period of five years from Closing.
Subject to satisfying all of the requirements of the Exchange, the Company anticipates being re-listed for
trading on the Exchange as a Tier 2 mining issuer under the new symbol “LDI” on or about November
29, 2017.
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 eas t 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.
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Bruce Counts, the President and Chief Executive Officer of the Company 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, please contact:
Dwight Walker, Chief Financial Officer & Corporate Secretary
Tel: (416) 567 - 2785
Email: [email protected]
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 proposed use
of proceeds from the Financing , the re -listing of the Company’s shares for trading on Tier 2 of the
Exchange and the timing thereof and the future development and operations of the Company. 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 ca use 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 , unc ertain capital markets , lack of available
capital, risks associated with diamond exploration and delay or failure to receive third party or
regulatory approvals. Actual results and future events could differ materially from those anticipated in
such state ments. Accordingly, readers should not place undue reliance on forward -looking statements.
The Company disclaims 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 THE COMPANY IS NOT 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.