WEST Kirkland Closes $1.0 Million Non-Brokered Private Placement
SUITE 838 – 1100 MELVILLE STREET, VANCOUVER, B.C. CANADA V6E 4A6 TEL: 604-899-5450 FAX: 604-484-4710 WWW.WKMINING.COM
News Release No. 121-2020
January 21, 2020
Not for dissemination in the United States or to United States newswire services
WEST KIRKLAND CLOSES $1.0 MILLION NON-BROKERED
PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA, January 21, 2020 – West Kirkland Mining Inc.
(WKM:TSXV) (“West Kirkland” or the “Company”) announces that it has closed a private
placement of common shares of the Company first announced on January 10, 2020. The
Company issued an aggregate 16,673,334 common shares at a price of $0.06 per share for
aggregate gross proceeds of $1,000,400 (the “Private Placement”). The Private Placement was
completed with two of its major shareholders and six investors. A 6% cash finder’s fee amounting
to $21,360 was 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 on the completion of
Phase 2 permitting of its 75% -owned Hasbrouck Project located in Nevada and for general
working capital. 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.
Sun Valley Gold Master Fund, Ltd. and Ruffer LLP , each being a related party to the Company
under Multilateral Instrument 61 -101 - Protection of Minority Security Holders in Special
Transactions (“MI 61 -101”) by virtue of being a holder of more than 10% of the issued and
outstanding common shares of the Company, participated in the Private Placement. The Private
Placement therefore constitutes a “related party transaction” under MI 61 -101. The Company
relied upon exemptions from the valuation and minority shareholder approval requirements of MI
61-101 available pursuant to sections 5.5(b) and 5.7(1)(b) of MI 61 -101, as the Company is n ot
listed on a senior specified stock exchange and the Private Placement raised proceeds of less
than $2,500,000.
The common shares sold pursuant to the Private Placement have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (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.
About West Kirkland Mining Inc.
West Kirkland is focused on advancing the Hasbrouck Project in Tonopah, Nevada . The
Company owns a 75% interest in, and a 1.1% net smelter return royalty over, the Hasbrouck
Project and is working towards completing full permitting for the project’s gold reserves.
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SUITE 838 – 1100 MELVILLE STREET, VANCOUVER, B.C. CANADA V6E 4A6 TEL: 604-899-5450 FAX: 604-484-4710 WWW.WKMINING.COM
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:
R. Michael Jones
(604) 685 8311 / [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 National 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: “believe”, “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, discussion of permitting status and the timing thereof and other statements that are not
historical facts. Information about details contained in the prefeasibility study are also forward -
looking statements in that they reflect a predic tion 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 information as set out in this press release is 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 genera lly, 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 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 any necessary permits,
consents or authorizations required for its activities, to raise the nece ssary 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
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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 without limiting the
generality of the foregoing, “resources” and “reserve s” 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 “contained ounces” in a
resource is permitted disclosure under Canadian regulatio ns; 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 unit measures. Accordingly, information
concerning mineral deposits set fort h 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.