WEST High Yield Announces Royalty Unit Private Placement
WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.
NEWS RELEASE
For Immediate Release December 23, 2020
Calgary, Alberta
WEST HIGH YIELD ANNOUNCES ROYALTY UNIT PRIVATE PLACEMENT
CALGARY, ALBERTA –December 23, 2020. West High Yield (W.H.Y.) Resources Ltd.
("West High Yield" or the "Company") (TSXV:WHY) announces that its board of directors has
approved a non-brokered private placement (the " Offering") of a contractual royalty (the
"Royalty") by way if the issuance of Royalty units (the " Royalty Units") pursuant to applicable
prospectus exemptions under Canadian securities legislation.
The Offering will comprise up a maximum of 40 Royalty Units priced at CAD$250,000 per Royalty
Unit, for total gross proceeds of up to CAD$10, 000,000. The Offering terms are such that each
Royalty Unit will be issued to a Subscriber on a closing of the Offering in exchange for a cash
payment of CAD$50,000 and the issuance of a promissory note (the " Note") in favour of the
Company equal to CAD$200,000, such Note to bear interest a rate of 5% per annum.
The Royalty to be paid per Royalty Unit to Subscr ibers shall be equal to $2.00 per tonne from the
sale of either magnesium ore or magnesium re fined from the Company’s Record Ridge mining
property near Rossland, British Columbia (the "Mineral Property") until the aggregate amount of
Royalty payments received by all of the Subscr ibers has equaled the sum of CAD$10,000,000 (or
such lesser amount if less than 40 of the Royalty Units are sold on closing) plus an amount equal
to interest thereon computed at the rate of 7.5% per annum (the “Payout Amount”). The Company
will make Royalty payments to the Subscribers annually, not later than the 30th day following the
end of the Company’s production period to which such payments relate. The Royalty shall expire
once the Payout Amount has been satisfied in full by the Company (the “Royalty Expiry Date”).
Each Royalty Unit can, at the option of the Sub scriber, be converted into Common Shares of the
Company (the " Conversion Shares ") at a price equal to $0.40 per Common Share (the
"Conversion Price ") at any time after January 1, 2020 until the Royalty Expiry Date. The
maximum number of Royalty Units that may be so converted at a given time shall be equal to the
product of: (a) the number of the Subscriber’s Royalty Units then owne d, multiplied by (b) a
fraction calculated as (i) the amount by which the fair market value (" FMV") of all of the
Subscriber’s Royalty Units then owned exceeds any outstanding principal and interest owing under
such Subscriber’s Note, divided by (ii) the FMV of all of the Subscriber’s Royalty Units then
owned. The Royalty Units so designated by the Subscriber will be converted into such number of
Conversion Shares as is equal to the FMV of the designated Royalty Units based on the foregoing
calculation, divided by the Conversion Price.
In addition, at any time after January 1, 2021, the Subscribers can require the Company to
repurchase the Royalty Units for an amount equal to their fair FMV at such time of repurchase.
Furthermore, at any time after January 1, 2023, the Company has the right to repurchase all or any
portion of the Royalty Units from Subscribers for an amount equal to their FMV at such time of
repurchase.
The initial closing of the Offering is anticipated to occur on or before December 31, 2020 and is
subject to final approval of the TSX Venture Exchange. All Royalty Units, and Conversion Shares
if issued, will be subject to a four month hold pe riod which will expire on the date that is four
months and one day from the date of issue in accordance with applicable Canadian securities
legislation.
The proceeds from the sale of the Royalty Units pursuant to the Offerings will be used primarily to
fund the completion of the Company’s approved drilling program of up to 20,000 meters (22 holes)
on the Company’s Midnight Gold Claim located in the Rossland Gold Camp in British Columbia.
A portion of the proceeds will also be used to fund the completion of the application by the
Company to the BC Department of Mines for the mining permit for the Mineral Property and for
general working capital.
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.
ON BEHALF OF THE BOARD OF DIRECTORS
"Frank Marasco"
For further information please contact:
Frank Marasco
President and Chief Executive Officer of West High Yield (W.H.Y.) Resources Ltd.
Telephone: (403) 660-3488
Facsimile: (403) 206-7159
Email: [email protected]
Reader Advisory
This press release contains forward-looking stat ements and forward-looking information within
the meaning of applicable securities laws. The use of any of the words "expect", "anticipate",
"continue", "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 investi gation and confirmation of key assumptions in
the PFS study report. The forward-looking stat ements and information are based on certain key
expectations and assumptions made by the Compan y. Although the Company believes that the
expectations and assumptions on which such forw ard-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 estimates 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 oth er 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 partner and other third party consents and approvals, if and
when required; the availability of capital on acceptable terms; the need to obtain required
approvals from regulatory authorities; stock market volatility; competition for, among other things,
skilled personnel and supplies; changes in tax laws; and other factors. Readers are cautioned that
this list of risk factors should not be construed as exhaustive.
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 inform ation 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accep ts responsibility for the adequacy or accuracy of
this press release.
Not for distribution in the United States. This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities in th e United States. The securities of the Company
will not be registered under the United States Securities Act of 1933, as amended (the " U.S.
Securities Act") and may not be offered or sold within the United States or to, or for the account
or benefit of U.S. persons except in certain transactions exempt from the registration requirements
of the U.S. Securities Act.