WEST Kirkland Announces a Non-Brokered Private Placement FOR $2,000,000
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SUITE 788 – 550 BURRARD STREET, VANCOUVER, B.C. V6C 2B5 CANADA / TEL: 604-685-8311 / FAX: 604-484-4710
News Release No. 114-2018
November 30, 2018
Not for dissemination in the United States or to United States newswire services
WEST KIRKLAND ANNOUNCES A NON-BROKERED
PRIVATE PLACEMENT FOR $2,000,000
VANCOUVER, BRITISH COLUMBIA, November 30 , 201 8 – West Kirkland Mining Inc.
(WKM:TSXV) (“West Kirkland” or the “Company”) announces the execution of subscription
agreements for a non-brokered private placement of common shares of the Company with two of
its major shareholders, and five investors (the “Private Placement”). The Company has agreed,
subject to regulatory approval to issue an aggregate of 40,000,000 common shares at a price of
$0.05 per share for aggregate gross proceeds of $2,000,000. A 6% cash finder’s fee amounting
to $25,500 is to be paid on a portion of the Private Placement, which was otherwise arranged by
management.
The Company intends to use the net proceeds of the Private Placement to focus on permitting
Phase 2 of its 75%-owned Hasbrouck Gold Project located in Nevada and for general working
capital. The Hasbrouck project hosts an estimated 762,000 ounces of proven and probable gold
reserves and 10,569,000 silver ounces (45,270,000 tons at 0.6 Au g/t and 8.0 Ag g/t). For details
see the “Technical Report and Updated Preliminary Feasibility Study: Hasbrouck and Three Hills
Gold-Silver Project, Esmeralda County, Nevada,” dated September 14, 2016 as filed on SEDAR
at www.sedar.com.
The Phase 1 open pit of the project together with the initial heap leach pads is fully permitted with
a federal Decision Record and all key State Permits. The Company will now focus on permitting
the balance of the reserves in the second pit and associated pads. Baseline work and the filing
of a Plan of Operations for the full project has been completed, and obtaining a federal Decision
Record for Phase 2 is the next step.
Clover Nevada LLC, a wholly -owned subsidiary of Waterton Precious Metals Fund II Cayman,
LP, (“Waterton”), owns the remaining 25% interest in the Hasbrouck Project. Waterton has been
funding their 25% share of project expenditures since September 2016.
The Private Placement will be subject to the approval of the TSX Venture Exchange (“Exchange”)
and the common shares issued pursuant to the Private Placement will bear a four-month and one
day resale restriction from the date of closing, which the Company anticipates will occur as soon
as possible after receipt of Exchange approval.
The common shares to be sold pursuant to the Private Placement have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amende d (the "U.S. Securities Act") or any
U.S. state securities laws, and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This
press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in
the United States, nor shall there be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
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About West Kirkland Mining Inc.
West Kirkland owns a 75% interest in, and a 1.1% net smelter return royalty over, the Hasbrouck
Gold Project in Tonopah, Nevada. A Pre-feasibility Study was completed and updated in 2016 for
two open-pit heap-leach pits comprising the Hasbrouck Gold Project. The Pre-feasibility Study
along with construction-level drawings and all federal and state permits for the Phase 1, Three
Hills Mine provides a ready-to-construct project.
The Company has secured an option on a district scale land position for future exploration. At
this time, the Company will focus its efforts on completing full permitting for its gold reserves.
On behalf of West Kirkland Mining Inc.
“R. Michael Jones”
Chief Executive Officer
For further information, please see the Company’s website at www.wkmining.com or contact us
by email at [email protected].
Investor Relations:
Rob Bruggeman
(416) 884-3556 / [email protected]
Authors and Qualified Persons Statement
Sandy McVey, P.Eng., Chief Operating Officer for West Kirkland, and a non -independent
Qualified Person as defined by N ational Instrument 43-101 Standards of Disclosure for Mineral
Projects (“NI 43-101”), has reviewed the technical information contained in this news release and
has verified the relevant data. Quality Control and Assay information is as previously disclosed in
the Company’s technical reports.
Disclaimer for Forward-Looking Information
This press release contains forward -looking information or forward -looking statements
(collectively "forward -looking information") within the meaning of applicable securities laws.
Forward-looking information is typically identified by words such as: “beli eve”, “expect”,
“anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their
nature, refer to future events. Forward-looking information in this news release includes, without
limitation, the intended use of proce eds raised from the Private Placement ; the approval of the
Exchange; regulatory processes and permitting; construction activities and the timing thereof and
other statements that are not historical facts. Information the economic analysis contained in the
prefeasibility study are also forward -looking statements in that they reflect a prediction of the
mineralization that would be encountered, and the results of mining it, if a mineral deposit were
developed and mined. Although West Kirkland believes that such timing and expenses as set out
in this press release are reasonable, it can give no assurance that such expectations and
estimates will prove to be correct. The Company cautions investors that any forward -looking
information provided by the Company is not a guarantee of future results or performance, and
that actual results may differ materially from those in forward -looking information as a result of
various factors, including, but not limited to, the state of the financial markets for the Company's
equity securities, the state of the market for gold or other minerals that may be produced generally,
significant increases in any of the machinery, equipment or supplies required to develop and
operate a mine, a significant change in the availability or cost of the labor force required to operate
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a mine, a significant increases in the cost of transportation for the Company’s products, variations
in the nature, quality and quantity of any mineral deposits that may be located, the Company's
ability to obtain a ny necessary permits, consents or authorizations required for its activities, to
raise the necessary capital or to be fully able to implement its business strategies and other risks
associated with the exploration and development of mineral properties. The reader is referred to
the Company's public filings for a more complete discussion of such risk factors and their potential
effects which may be accessed through the Company's profile on SEDAR at www.sedar.com.
Cautionary Note to U.S. Investors Regarding the Use of Mining Terms
This press release has been prepared in accordance with the securities laws in effect in Canada,
which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all
resources and reserve estimates reported by the Company in relation to the 2016 Updated Pre -
feasibility Study have been prepared in accordance with NI 43-101 and the Canadian Institute of
Mining, Metallurgy, and Petroleum Definition Standards on Mineral Resources and Mineral
Reserves. NI 43 -101 is a rule developed by the Canadian Securities Administrators which
establishes standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects. Canadian standards, including NI 43 -101, differ
significantly from the requirements of the U.S. Securities and Exchange Commission (the “SEC”)
Industry Guide 7, and resource or reserve information contained herein may not be comparable
to similar information disclosed by U.S. companies. In particular, and wi thout limiting the
generality of the foregoing, “resources” and “reserves” established under NI 43 -101 standards
may not qualify as “resources” and “reserves” under U.S. standards. Under U.S. standards,
mineralization may not be classified as a “reserve” unless the determination has been made that
the mineralization could be economically and legally produced or extracted at the time the reserve
determination is made. In addition, under U.S. standards, a “Final” or “Bankable” feasibility study
is required to report reserves, the three -year historical average price is used in any reserve or
cash flow analysis to designate reserves and the primary environmental analysis or report must
be filed with the appropriate governmental authority. Disclosure of “contai ned ounces” in a
resource is permitted disclosure under Canadian regulations; however, the SEC normally only
permits issuers to report mineralization that does not constitute “reserves” by SEC standards as
in-place tonnage and grade without reference to un it measures. Accordingly, information
concerning mineral deposits set forth in this press release may not be comparable with
information made public by companies that report in accordance with U.S. standards.
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.