Mr. Ken Armstrong reports
WESTHAVEN COMPLETES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $4.6 MILLION
Westhaven Gold Corp. has closed its previously announced brokered private placement for aggregate gross proceeds of $4.6-million, including the full exercise of the agent's option for proceeds of $600,000. Under the offering, the company sold: (i) 19,022,708 units of the company at a price of 12 cents per unit for gross proceeds of $2,282,725 from the sale of units; and (ii) 17,165,000 common shares of the company that will qualify as flow-through (FT) shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of 13.5 cents per FT share for gross proceeds of $2,317,275 from the sale of FT shares.
Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the company at a price of 18 cents at any time on or before May 15, 2027.
Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the offering. In consideration for its services, the agent received a cash commission of $276,000 and 2,171,262 non-transferable broker warrants. Each broker warrant is exercisable for one common share of the company at a price of 12 cents per broker share at any time on or before May 15, 2027.
The offered securities were sold to purchasers by way of the accredited investor exemption under National Instrument 45-106, Prospectus Exemptions, in the provinces of Alberta, British Columbia, Quebec, Ontario and Saskatchewan, and to purchasers in certain offshore jurisdictions. The unit shares, warrants, FT shares and warrant shares issued and issuable from the sale of offered securities, and the broker shares, are subject to a hold period under Canadian securities laws ending on Sept. 16, 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 FT shares will be used to incur 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 under the offering 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. 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 B.C. mining flow-through share tax credit.
Although the company announced the possible sale of flow-through units of the company to be sold to charitable purchasers, the agent and the company determined not to proceed with the sale of any charity FT units.
Related party transaction
Members of the company's management, board of directors and certain other insiders participated in the offering, acquiring an aggregate of 2,459,000 units for aggregate proceeds of $295,080. The issuance of units to insiders pursuant to the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relies on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 per cent of the fair market value 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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