Consolidated Westview Resource Corp. Consolidated Westview Announces Definitive Agreement with Lithoquest Diamonds Inc.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
CONSOLIDATED WESTVIEW RESOURCE CORP.
CONSOLIDATED WESTVIEW ANNOUNCES DEFINITIVE AGREEMENT WITH
LITHOQUEST DIAMONDS INC.
October 1 8, 2017 – Vancouver, B .C. – Consolidated Westview Resource Corp. (TSXV: CWS.H )
(“Westview” or the “Company”) announces that further to its news release of August 31, 2017, Westview
has now entered into a definitive share exchange agreement (the “ Definitive Agreement ”) with the
shareholders of Lithoquest Diamonds Inc. (“Lithoquest”) to acquire 100% of the issued and outstanding
common shares of Lithoquest (“Lithoquest Shares”) in exchange for a combination of common shares and
warrants of Westview that will result in a reverse take -over of Westview (the “ Transaction”) by the
shareholders of Lithoquest (the “Lithoquest Shareholders”).
The Definitive Agreement has been structured as a share exchange transaction between Westview and the
Lithoquest Shareholders pursuant to which Westview will acquire all of the issued and outstanding Lithoquest
Shares, being a total of 21,391,668 shares after giving effect to a proposed two for one split of the Lithoquest
Shares (the “Lithoquest Split”), in exchange for common shares and warrants of Westview on the basis of one
Westview s hare and one -quarter (1/4) of one Westview share purchase warrant (each whole warrant a
“Westview Acquisition Warrant”) for each one Lithoquest Share. Each Westview Acquisition Warrant will
entitle the holder to purchase an additional Westview common share at a price of $0.30 for a period of 24
months from closing of the Transaction (the “Closing”). In addition, all outstanding Lithoquest share purchase
warrants (the “Lithoquest Warrants”), being an aggregate of 2,374,500 warrants after giving effect to the
Lithoquest Split, will be exchanged for share purchase warrants in Westview to purchase an equivalent number
of shares of Westview after giving effect to the Transaction (the “Resulting Issuer”) at the same price and on
the same terms as the Lithoquest Warrants.
The Transaction is subject to a number of conditions including, the receipt of all requisite regulatory
approvals, including the a cceptance of the TSX Venture Exchange (the “Exchange”) and standard closing
conditions.
The Transaction is also subject to Westview completing a concurrent private placement financing of not
less than 9,000,000 units (the “ Units”) at a price of $0.27 per Unit for gross proceeds of not less than
$2,430,000 (the “ Concurrent Financing”). Each Unit will consist of one common share and one -half
(1/2) of one shar e purchase warrant, each whole warrant enti tling 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 net proceeds of
the Concurrent Financing will be used to fund, among other things, initial exploration of Lithoquest’s North
Kimberley Diamond Project and the general corporate and working capital expenses of the Resulting Issuer.
Westview may pay finder’s fees to arm’s length finders in connection with the Concurrent Financing in
accordance with the policies of the Exchange.
The Definitive Agreement is subject to Closing of the Transaction taking place on or before October 3 1,
2017 or such later date as may be agreed to by Westview and Lithoquest. Upon Closing, it is expected that
Westview will change its name to “Lithoquest Diamonds Inc.” (or such other name as may be acceptable to
Lithoquest and the Exchange) and all of the existing directors and officers of Westview will resign and be
replaced by the following nominees of Lithoquest:
2
Bruce Counts, B.A.Sc. (Geological Engineering), P.Geo. – President, CEO and Director;
Dwight Walker, CPA, CGA – CFO;
Angela Austman, B.A., LL.B. - Director
Lon Shaver, B.Comm. (Finance), CFA - Director
Gerald Prosalendis, B.A. – Director.
See the Company’s news release of August 31, 2017 for a brief biography of Lithoquest’s proposed
nominees for directors and officers of the Resulting Issuer.
Concurrent with the Closing, it is anticipated that the Resulting Issuer will grant incentive stock options to
purchase up to an aggregate of 2,500,000 common shares to directors, officers, employees and/or
consultants of the Resulting Issuer as designated by Lithoquest. Each stock option will entitle the holder to
purchase one common share at a price of $0.27 for a period of five years from Closing.
Upon completion of the Transaction and Concurrent Financing, it is anticipated that there will be
approximately 35,934,691 common shares and 12,762,420 common share purchase warrants of the
Resulting Issuer outstanding and that the Resulting Issuer will qualify for listing on Tier 2 of the Exchange
as a “mining issuer”.
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.
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 Transaction, please contact:
Richard Silas, President
Tel: (778) 588-7139
Email: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance. The Transaction cannot close until the required regulatory acceptance 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 the filing statement to be prepared in connection with
the Transaction, any information released or received with respect to the Transaction 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 T ransaction and has
neither approved nor disapproved the contents of this press release.
3
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS D EFINED 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 Transaction and Concurrent Financing; future developments and the business and
operations of the “Resulting Issuer” after the proposed Transaction. 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 Transaction 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 DI STRIBUTION 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 BEE N
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.