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Westhaven Gold Corp
Symbol WHN
Shares Issued 188,320,927
Close 2025-05-01 C$ 0.13
Market Cap C$ 24,481,721
Recent Sedar Documents

Westhaven arranges $4-million private placement

2025-05-01 16:25 ET - News Release

Mr. Gareth Thomas reports

WESTHAVEN ANNOUNCES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO C$4.0 MILLION

Westhaven Gold Corp. has entered into an agreement with Red Cloud Securities Inc. to act as sole agent and bookrunner in connection with a best effort private placement for aggregate gross proceeds of up to $4-million from the sale of any combination of the following, provided that at least 50 per cent of the gross proceeds of the offering, which includes the potential gross proceeds of the agent's option (as defined below), will be raised from the sale of units (as defined herein):

  • Units of the company at a price of 12 cents per unit;
  • Common shares of the company that will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of 13.5 cents per FT share;
  • Flow-through units of the company to be sold to charitable purchasers at a price of 18 cents per charity FT unit.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each charity FT unit will consist of one FT share and one-half of one warrant. Each whole warrant shall entitle the holder to purchase one common share of the company at a price of 18 cents at any time on or before that date which is 24 months after the closing date of the offering.

The agent will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the offering, to sell up to an additional $600,000 in offered securities.

The offered securities will be offered by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106 in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan. The units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. The unit shares, FT shares and warrant shares issuable from the sale of offered securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of the offering under applicable Canadian securities laws.

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 issuance of the FT shares will be used for Canadian exploration expenses on the company's projects in British Columbia and will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada), which will be incurred on or before Dec. 31, 2026, and renounced to the subscribers with an effective date no later than Dec. 31, 2025, in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares.

The offering is scheduled to close on or around May 15, 2025, or such other date as the company and the agent may agree, and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The company will pay to the agent a cash commission of 6 per cent of the gross proceeds raised in respect of the offering, including any exercise of the agent's option. In addition, the company will issue to the agent warrants of the company, exercisable for a period of 24 months following the closing date, to acquire in aggregate that number of common shares of the company which is equal to 6 per cent of the number of offered securities sold under the offering, including any exercise of the agent's option, at an exercise price equal to 12 cents per common share.

To the extent that any directors and/or officers of the company participate in the offering, such participation will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company expects any participation by directors and officers in the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on the fact that neither the fair market value of the units, FT shares or charity FT units subscribed for by directors and officers, nor the consideration for such securities to be paid by them will exceed 25 per cent of the company's market capitalization.

About Westhaven Gold Corp.

Westhaven is a gold-focused exploration company targeting low-sulphidation, high-grade, epithermal-style gold mineralization within Canada's newest gold district, the Spences Bridge gold belt. Westhaven controls approximately 61,512 hectares (approximately 615 square kilometres) within four gold properties spread along this underexplored belt. The Shovelnose gold project is the most advanced property, with an updated 2025 preliminary economic assessment that validates the project's potential as a robust, low-cost and high-margin 11-year underground gold mining opportunity with average annual life-of-mine gold production of 56,000 ounces and having a $454-million (Canadian) after-tax net present value discounted at 6 per cent and 43.2-per-cent internal rate of return (base-case limits of $2,400 (U.S.) per ounce gold, $28 (U.S.) per ounce silver and Canadian-dollar/U.S.-dollar exchange rate of 72 cents). Initial capital costs are projected to be $184-million (Canadian) with a payback period of 2.1 years. Please see Westhaven's news release dated March 3, 2025, for details of the updated PEA. The technical report supporting this disclosure can be found under the company's profile on SEDAR+ and on the company's website. The Shovelnose gold project is situated off a major highway, near power, rail, large producing mines, pipelines and within commuting distance from the city of Merritt, which translates into low-cost exploration and development.

Qualified person

The technical and scientific information in this news release has been reviewed and approved by Peter Fischl, PGeo, who is a qualified person for the company under the definitions established by National Instrument 43-101 (Standards of Disclosure for Mineral Projects). Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN.

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