Mr. Gareth Thomas reports
WESTHAVEN COMPLETES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$6.0 MILLION, INCLUDING C$1.5 MILLION STRATEGIC INVESTMENT FROM ROB MCEWEN
Westhaven Gold Corp. has closed its previously announced brokered private placement for aggregate gross proceeds of $6,000,004.50, which includes the full exercise of the agent's option for proceeds of $1,000,002.50. Under the offering, the company sold the following:
-
10 million units of the company at a price of 15 cents per unit for gross proceeds of $1.5-million from the sale of units;
- 5,714,300 common shares of the company that qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of 17.5 cents per traditional FT share for gross proceeds of $1,000,002.50 from the sale of traditional FT shares;
- 15,909,100 flow-through units of the company at a price of 22 cents per charity FT unit for gross proceeds of $3,500,002 from the sale of charity FT units.
In connection with the offering, Rob McEwen made a strategic investment of $1.5-million. Following the completion of the offering, Mr. McEwen owns approximately 5.3 per cent of the issued and outstanding common shares of the company. Mr. McEwen is the founder and former chairman of Goldcorp, is currently the executive chairman and largest shareholder of McEwen Mining Inc., and is a member of the Mining Hall of Fame.
Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each charity FT unit consists of one common share of the company that quality as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one warrant, which will also qualify as a flow-through share for the purposes of the Income Tax Act (Canada). Each warrant entitles the holder to purchase one common share of the company at a price of 22 cents per warrant share at any time on or before Oct. 17, 2026.
Red Cloud Securities Inc. (the agent) acted as sole agent and bookrunner in connection with the offering. In consideration for their services, the agent received a cash commission of $346,867.77 and 1,815,564 broker warrants, with each such broker warrant exercisable for one common share of the company at a price of 15 cents per broker share at any time on or before Oct. 17, 2026.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), the units and charity FT units (the LIFE securities), representing gross proceeds of $5,000,002.00, were sold to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (the Canadian selling jurisdictions), the United States and certain offshore jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The unit shares, charity FT unit shares and warrants that were issued, and the warrant shares that may be issued upon due exercise of the warrants, pursuant to the sale of the LIFE securities will be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The traditional FT shares sold pursuant to the offering were offered by way of the accredited investor exemption under NI 45-106 in the Canadian selling jurisdictions and Quebec. The traditional FT shares are subject to a hold period under Canadian securities laws ending on Feb. 18, 2025.
The company intends to use the net proceeds from the sale of units for working capital and general corporate purposes. The gross proceeds from the sale and issuance of the traditional FT shares and the charity FT units will be used to incur Canadian exploration expenses on the company's mineral projects in British Columbia and will qualify as flow-through mining expenditures, as both terms are defined in the Income Tax Act (Canada), which will be incurred on or before Dec. 31, 2025, and renounced to the subscribers of the offering with an effective date no later than Dec. 31, 2024, in an aggregate amount not less than the gross proceeds raised from the sale of the traditional FT shares and charity FT units. In addition, with respect to British Columbia resident subscribers or those who are eligible individuals under the Income Tax Act (British Columbia), the qualifying expenditures will be eligible for the 20-per-cent British Columbia mining flow-through share tax credit.
About Westhaven Gold Corp.
Westhaven is a gold-focused exploration company advancing the high-grade discovery on the Shovelnose project in Canada's newest gold district, the Spences Bridge gold belt. Westhaven controls 60,950 hectares (609.5 square kilometres) with four gold properties spread along this underexplored belt. The Shovelnose property is situated off a major highway, near power, rail, large producing mines, and within commuting distance from the city of Merritt, which translates into low-cost exploration. Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN.
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