WEST High Yield Reaches Agreement to Sell Mining Assets FOR $750 Million USD
WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.
NEWS RELEASE
For Immediate Release October 5, 2017
Calgary, Alberta TSXV Trading Symbol: WHY
WEST HIGH YIELD REACHES AGREEMENT TO SELL MINING ASSETS
FOR $750 MILLION USD
CALGARY, ALBERTA – October 5, 2017. West High Yield (W.H.Y.) Resources Ltd.
(the " Company") is pleased t o announce that it has signed a definitive arm's length
purchase and sale agreement (the "Agreement") to sell 100% of its right, title and interest
in its Record Ridge South, Midnight, and O.K. mineral properties (the " Assets") to
Gryphon Enterprises, LLC (the "Purchaser"), a company based in Maryland, USA, for a
purchase price of US$750 million.
The Agreement i ncludes representations and warranties to each party customary in a
transaction of this nature and is s ubject to a number of conditions including, without
limitation, the following: (i) o n or before the closing d ate, the Company shall have
entered into a take and pay agreement (s) in the form and on terms and conditions
acceptable to the Purchaser, acting reasonably; and (ii) all director, shareholder, securities
and regulatory approvals and acceptances (as required) and all third party consents (as
required) having been obtained including, without limitation, the approval of the TSX
Venture Exchange. In addition, t he Purchaser has agreed to provide the Company with
the sum of US$500,000 within 30 days from the date of execution of the Agreement as a
good f aith, non -refundable deposit (the " Deposit"). The Deposit shall be credited
towards the full payment of the purchase p rice and, in the interim, shall be used by the
Seller to reimburse the Seller for any and all legal fees and other reasonable expenses
incurred by the Seller in respect of the transactions contemplated herein. If the transaction
is not completed for any reason whatsoever, the Deposit shall be retained by the Seller as
a reasonable and genuine esti mate of all damages that will have been suffered by the
Seller as a result of Closing not occurring due to the Purchaser's default.
The Company is expected to call an annual and special meeting of its shareholders in
December 2017 where the s hareholders will be asked to approve the proposed purchase
and sale of the Assets and any other matters related to the proposed transaction . The
information circular to be mailed to the s hareholders will contain more detailed
information in respect of the proposed transaction. A full copy of the Agreement will be
available for review on the Company's website at www.whyresources.com and on its
SEDAR profile at www.sedar.com.
The closing of the purchase and sale of the Assets is expected to occur on or before the
date that is 90 days from the date a take and pay agreement (s) is entered into by the
Company in the form and on terms and conditions acceptable to the Purchaser . After
completion of the transaction, it is expected that the Company will distribute the vast
majority of the proceeds from the purchase and sale to the Company's shareholders while
at the same time exploring other business opportunities.
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Frank Marasco, President and Chief Executive Officer of the Company, stated "The
proposed transaction is great for our shareholders who have been supportive and patient
in this very long and arduous process. As we move forward and recognize how important
our environment is to our children and grandchildren, we are pleased to see the
development of the "greenest e lement" in the world. Magnesium will support many
aspects of our lives including, m edical, agriculture, batteries, construction, auto and aero
industry and many more applications. Thank you for all your support."
About West High Yield
West High Yield is a publicly traded junior mining exploration company focused on the
acquisition, exploration and development of mineral resource properties in Canada with a
primary objective to locate and develop economic gold, nickel and magnesium properties.
For further information please contact:
Frank Marasco
President and Chief Executive Officer
West High Yield (W.H.Y.) Resources Ltd.
Telephone: (403) 660-3488
Facsimile: (403) 206-7159
Email: [email protected]
Dwayne Vinck
Chief Financial Officer
West High Yield (W.H.Y.) Resources Ltd.
Telephone: (403) 257-2637
Facsimile: (403) 206-7159
Email: [email protected]
Reader Advisory
Completion of the t ransaction is subject to a number of conditions, including but not limited to, TSX
Venture Exchange acceptance. Ther e can be no assurance that the t ransaction will be completed as
proposed or at all. The TSX Venture Ex change Inc. has in no way passed on the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release .
Investors are cautioned that, except as disclosed in the information circular to be prepared in connection
with the Company's annual and special meeting or as otherwise disclosed in the Agreement , 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 securit ies of the Company should be considered highly
speculative.
This press release contains forward -looking statements and forward -looking information within the
meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "contin ue",
"estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward -looking information or statements. More particularly
and without limitation, this press release contains forward looking statements and information concerning
the completion of the t ransaction (including receipt of TSX Ventur e Exchange approval) , the anticipated
date of the Company's shareholder meeting and the a nticipated closing date of the t ransaction. The
forward-looking statements and information are based on certain key expectations and assumptions made
by the Company. Although the Company believes that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue reliance should not be placed
on the forward looking statements and information because the Company can give no assurance that they
will prove to be correct.
Forward-looking information is based on the opinions and estim ates of management at the date the
statements are made, and are subject to a variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those anticipated in the forward -looking
information. Some of the risks and other factors that could cause the results to differ materially from those
expressed in the forward -looking information include, but are not limited to: general economic conditions
in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry
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partner and other third party consents and approvals, if and when required; the availability of capital on
acceptable terms; the need to obtain required appro vals from regulatory authorities; stock market
volatility; competition for, among other things, skilled personnel and supplies; changes in tax laws; and the
other factors. Readers are cautioned that this list of risk factors should not be construed as exh austive.
Readers are cautioned not to place undue reliance on this forward -looking information, which is given as
of the date hereof, and to not use such forward -looking information for anything other than its intended
purpose. The Company undertakes no obligation to update publicly or revise any forward -looking
information, whether as a result of new information, future events or otherwise, except as required by
applicable law.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release. 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 press release.