WEST Vault Consolidates 100% of Hasbrouck GOLD Project BY Purchase of 25% Stake from Waterton
SUITE 838 – 1100 MELVILLE STREET, VANCOUVER, B.C. CANADA V6E 4A6 TEL: 604-899-5450 FAX: 604-484-4710 WWW.WESTVAULTMINING.COM
News Release No. 125-2020
July 22, 2020
WEST VAULT CONSOLIDATES 100% OF HASBROUCK GOLD PROJECT
BY PURCHASE OF 25% STAKE FROM WATERTON
VANCOUVER, BRITISH COLUMBIA, July 22, 2020 – West Vault Mining Inc. (WVM:TSXV) (“West
Vault” or the “Company”) is pleased to announce the execution of a sale and purchase agreement
(the “Agreement”) with Clover Nevada LLC, a wholly owned subsidiary of Waterton Precious Metals
Fund II Cayman, LP (“Waterton”), whereby W est Vault will consolidate 100% ownership of the
Hasbrouck gold project located in Tonopah, Nevada (the “Hasbrouck Gold Project”) by the purchase
(the “Transaction”) of Waterton’s 25% holding and related membership interest (“Waterton’s
Interests”) in WK-Allied Hasbrouck LLC (“Hasbrouck LLC”). The Hasbrouck Gold Project, comprised
of the planned Three Hills Mine and the nearby planned Hasbrouck Mine , hosts an estimated
762,000 ounces of proven and probable gold reserves and 10,569,000 ounces of proven and
probable silver reserves (45,270,000 tons at 0.017 Au oz/ton and 0.233 Ag oz/ton)1.
West Vault Chairman Peter Palmedo stated “We are very pleased to acquire Waterton’s Interests at
a time of rising gold prices and increasing investor interest in gold. Owning 100% of the Hasbrouck
Gold Project fits in well with our strategy of being careful stewards of safe gold reserves, to be mined
only when it is compelling to do so . We are patient believers in the secular strength of gold and
believe that we are entering a period of rising gold prices. Waterton has been an excellent partner
in the Hasbrouck Gold Project, and we are pleased to see them now tra nsition to our shareholder
register.”
To acquire Waterton’s Interests the Company will pay US $10.0 million in cash and issue 1.0 million
common shares of West Vault (the “Shares”) to Waterton (collectively the “Purchase Price”) on the
closing of the Tran saction. The completion of the T ransaction is subject to several conditions
including, but not limited to , completion of the financings concurrently announced by West Vault ,
board and regulatory approvals and other customary conditions in the mining industry for similar
purchases and sales.
The terms and conditions of the Agreement provide that in the event of a change of control of West
Vault or Hasbrouck LLC, or if W est Vault sells all or substantially all of Hasbrouck LLC, within six,
twelve or eighteen months from closing of the Transaction, Waterton will be entitled to a cash
payment calculated as a declining percentage of the consideration received in excess of US $50
million, at a rate of 25%, 12.5% or 6.25% for transactions occurring within the first, second or third
six month period respectively.
Pursuant to the terms of the Agreement, Waterton has agreed for a period of three years from closing
of the Transaction to vote the Shares, as well as any other common shares of W est Vault that
Waterton acquires during such period, in accordance with W est Vault ’s management's
recommendations, except in the case of fundamental changes, acquisitions, financings and change
of control transactions.
1 Technical Report and Updated Preliminary Feasibility Study for The Hasbrouck and Three Hills Gold -Silver Project,
Esmeralda County, Nevada, USA, Report Date: September 14, 2016 prepared by Thomas L. Dyer, P.E. and Paul Tietz,
C.P.G. of Mine Development Associates (MDA). Proven Reserves of 6,242,00 tons at a grade of 0.02 Au oz/ton plus
0.41 Ag oz/ton and Probable Reserves of 39,028,000 tons at a grade of 0.016 Au oz/ton plus 0.205 Ag oz/ton.
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SUITE 838 – 1100 MELVILLE STREET, VANCOUVER, B.C. CANADA V6E 4A6 TEL: 604-899-5450 FAX: 604-484-4710 WWW.WESTVAULTMINING.COM
To close the Transaction, West Vault w ill pay the Purchase Price to Waterton no later than sixty
calendar days subsequent to the execution date of the Agreement.
Sandy McVey, P. Eng., Chief Operating Officer for the Company, as a non -independent Qualified
Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI
43-101”), has reviewed and approved the technical information disclosed in this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the Exchange) accepts responsibility for the adequacy or accuracy of this release.
On behalf of West Vault Mining Inc.
“R. Michael Jones”
Chief Executive Officer
FOR FURTHER INFORMATION PLEASE CONTACT:
R. Michael Jones, Chief Executive Officer
T: (604) 685 8311
Please see the Company’s website at www.westvaultmining.com or contact us by email at
Disclaimer for Forward-Looking Information
This press release may contain 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 the purchase of a 25% interes t in the Hasbrouck Gold Project , including timing,
completion and satisfaction of closing conditions including financing, board and regulatory approvals;
the Company’s belief that gold prices will rise in the future; and the potential for future change of
control payments. Estimates of mineral reserves and mineral resources are also forward -looking
information because they incorporate estimates of future developments including future mineral
prices, costs and expenses and the amount of minerals that will be encountered if a property is
developed. Although West Vault 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
Company may be unable to obtain the approvals or complete the financing required to complete the
Transaction, or the Transaction may not be successfully completed for other reasons; the state of
the financial markets for the Company's equi ty 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 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; and the Company's ability to obtain any necessary permits, consents or authorizations
required for its activities, to raise the necessary capital or to be fully able to implement its business
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SUITE 838 – 1100 MELVILLE STREET, VANCOUVER, B.C. CANADA V6E 4A6 TEL: 604-899-5450 FAX: 604-484-4710 WWW.WESTVAULTMINING.COM
strategies and other risks associated with the exploration and deve lopment 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, reserve
estimates reported by the Company are in relation to a 2016 Updated Pre-Feasibility Study and 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 4 3-101, differ significantly from the requirements of the U.S.
Securities and Exchange Commission (the “SEC”) Industry Guide 7, and 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, “reserves” established under NI 43 -
101 standards may not qualify as “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 thr ee-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 i s
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 unit 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.