Western Gold Announces $1.897 Million Closing of Non-Brokered Private Placement of Common Shares
Western Gold Announces $1.897 Million
Closing of Non-Brokered Private Placement of
Common Shares
North Berwick, Scotland--(Newsfile Corp. - August 30, 2023) -
WESTERN GOLD EXPLORATION
LTD. (TSXV: WGLD)
(the "
Company
") is pleased to announce that it has closed its previously
announced non-brokered private placement of common shares (the "
Private Placement
") for gross
proceeds of CAD$1,897,400.08.
In connection with this closing of the Private Placement, 15,811,666
common shares of the Company ("
Shares
") were issued at a price of CAD$0.12 per Share.
The securities issued in connection with the Private Placement are subject to a four-month hold period,
in accordance with applicable securities laws.
The Company intends to use these proceeds from the Private Placement on an exploration drilling
program and all related work on its landholdings, including general and administrative expenses.
Subject to the final review by the TSX Venture Exchange, the Company has agreed to pay finder's fees
or issue finder's warrants, as applicable, in respect of the aggregate sales to subscribers under the
Private Placement that were introduced by certain parties, as follows: (a) to Canaccord Genuity Corp., a
cash finder's fee of CAD$4,680.00 and finders warrants to acquire up to 39,000 Common Shares at a
price of CAD$0.20 per share for 12 months from the date of issuance; (b) to Haywood Securities Inc., a
cash finder's fee of CAD$12,210.00 and finders warrants to acquire up to 101,750 Common Shares at
a price of CAD$0.20 per share for 12 months from the date of issuance; (c) to StephenAvenue
Securities Inc., a cash finder's fee of CAD$990.00 and finders warrants to acquire up to 8,250 Common
Shares at a price of CAD$0.20 per share for 12 months from the date of issuance; and (d) to Mr. Rupert
Williams, a cash finder's fee of CAD$96,858.00.
Related Party Disclosure
Under the Private Placement, Zila Corporation, an insider of the Company because of it holding more
than 10% of the issued and outstanding Common Shares, acquired 2,000,000 Common Shares at an
aggregate subscription price of $240,000.00. Its participation in the Private Placement constitutes a
"related party transaction" as defined in Multilateral Instrument 61- 101 -
Protection of Minority Security
Holders in Special Transaction
("
MI 61-101
"), which has been adopted by the TSX Venture Exchange
pursuant to its Policy 5.9 -
Protection of Minority Security Holders in Special Transaction
. These
transactions are exempt from the formal valuation and minority shareholder approval requirements of
such instrument and policy, pursuant to subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101
as the fair market value was not more than 25% of market capitalization, the distribution of securities
was for cash and the fair market value of not more than $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the
Private Placement because the details of the participation therein by related parties of the Company
were not settled until shortly prior to closing of such transactions and the Company wished to close on an
expedited basis for sound business reasons.
About Western Gold Exploration
The Company is a mineral exploration company that is listed on the TSX Venture Exchange under the
symbol "WGLD". The Company is focused on the exploration of mineral properties in Scotland and
discovering new opportunities across the underexplored Caledonian Appalachian and identifying
locations of gold and critical metal deposits. The Company's principal focus is its Lorne Project, which
includes the Lagalochan copper gold porphyry property located in Argyll, Scotland (the "Lagalochan
Property"), and the adjacent and nearby properties along the Lorne Fault Zone. Glasgow is the nearest
city and lies 85 km to the southeast of the Lagalochan Property. On 29 November 2022, the Company
filed a National Instrument 43-101 -
Standards of Disclosure for Mineral Projects
compliant,
independent Technical Report (the "
Report
") on the Lagalochan Property. The Company expects to
advance the Lagalochan Property exploration work in accordance with the Report recommendations.
Additional exploration of the Lorne Project may include Geophysics testing, including a joint IP/Mag.
survey proposed to test the subsurface expression of mineralised bodies, identifying and prioritising
potential target areas, site preparation and drilling.
The Report and additional information about the Company are available on SEDAR+ at
www.sedarplus.ca
under the Company's profile and on the Company's website:
www.westerngoldexploration.com
.
For further information, please contact:
Ross McLellan, CEO
Phone:
+44 7779 161441
Email:
Website:
www.westerngoldexploration.com
This press release is not an offer of the Company's securities for sale in the United States. The
Company's securities may not be offered or sold in the United States absent registration or an
available exemption from the registration requirements of the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will
not make any public offering of its securities in the United States. The Company's securities
have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
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
completion of additional tranches of the Private Placement, the use of proceeds of the Private
Placement, timing and completion of any drilling and work programs on the Company's properties,
estimates of mineralisation from drilling, geological information projected from drilling results,
potential for minerals and/or mineral resources, and statements regarding the plans, intentions,
beliefs, and current expectations of the Company with respect to the future business activities and
operating performance of the Company that may be described herein. Forward-looking statements
consist of statements that are not purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such information can generally be identified by the
use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe"
and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue
reliance on forward-looking statements, as there can be no assurance that the plans, intentions or
expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks
and uncertainties, both general and specific, that contribute to the possibility that the predictions,
estimates, forecasts, projections and other forward-looking statements will not occur. These
assumptions, risks and uncertainties include, among other things, the state of the economy in general
and capital markets in particular, accuracy of assay results, geological interpretations from drilling
results, timing and amount of capital expenditures; performance of available laboratory and other
related services, future operating costs, and the historical basis for current estimates of potential
quantities and grades of target zones, as well as those risk factors discussed or referred to in the
Company's Management's Discussion and Analysis for the year ended December 31, 2022, and the
period ended June 30, 2023 available at
www.sedarplus.ca
, many of which are beyond the control of
the Company. Forward-looking statements contained in this press release are expressly qualified by
this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press
release. Except as required by law, the Company disclaims any intention and assumes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. Additionally, the Company undertakes no obligation to comment on the
expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES
LAWS
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