Received by email:
File: Westham - NR July 10 (00133586).pdf
Westham Resources Corp.
1600 � 609 Granville St
Vancouver, British Columbia, V7Y 1C3
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
July 10, 2014 TSX
---> Venture Exchange
Tr
--->ading Symbol: WHR.P
WESTHAM RECEIVES CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION
Westham Resources Corp. ("Westham" or the "Company") is pleased to announce that it has
received TSX Venture Exchange (the "Exchange") conditional approval for its Qualifying
Transaction (the "Qualifying Transaction") involving the acquisition of up to an 85% interest in
Kivalliq Energy Corporation's ("Kivalliq") Genesis uranium property (the "Genesis Property")
located to the northeast of the Athabasca Basin in Saskatchewan, the details of which were
previously announced in the Company's news release dated May 21, 2014.
Commenting on the pending transaction approval and new advisory board members Scott
Gibson, CEO stated "I'm very pleased the speed we have been able to complete the agreement
with Kivalliq and the positive reception by investors. Partnering with such a strong exploration
team in the world's premier uranium exploration area gives Westham a platform to grow and
succeed. I'm particularly gratified that we have been able to attract new directors and advisors
with direct experience and successful track records in the uranium exploration sector. The
Company is in good hands and I'm excited to get crews in the field and start generating
exploration results."
The Company and Kivalliq signed the definitive option agreement for the Genesis Property (the
"Option Agreement") on July 10, 2014. Under the terms of the Option Agreement, in order to
earn the full 85% interest in the Genesis Property the Company must complete $5,000,000 in
exploration expenditures, make $1,000,000 in cash payments and issue to Kivalliq common
shares (the "Option Shares") representing 20% of the number of common shares issued and
outstanding on closing (being 3,939,656 common shares, assuming completion of the entire
Private Placement, described below) to Kivalliq over a period of four years. In connection with
the closing of the Qualifying Transaction, the Company will pay an initial $125,000 cash
payment and issue common shares representing 10% of the number of common shares issued
and outstanding on closing of the Private Placement (being 1,969,828 common shares,
assuming completion of the entire Private Placement) to Kivalliq.
00838200000133571; 3
For further information, see the Company's Filing Statement in respect of the Qualifying
Transaction dated July 10, 2014, which is available on SEDAR. The Company has also filed a
Technical Report on the Genesis Property, entitled "Technical Report on the Genesis Property,
Northern Saskatchewan, Canada" prepared by Dave Billard, P. Geo. on behalf of Cypress
Geoservices Limited, dated effective June 15, 2014, which is also available on SEDAR.
In conjunction with the Qualifying Transaction, the Company will complete a nonbrokered
private placement (the "Private Placement") of 12,528,454 units for gross proceeds of
$2,756,259.88. Each unit is comprised of one common share and onehalf of one non
transferrable warrant (a "Unit"), with each whole warrant (a "Warrant") entitling the holder to
purchase one common share at a price of $0.35 per share for a period of three (3) years after
the date of issuance. If, at any time after the closing of the Private Placement, the Company's
common shares trade at a price of more than $0.50 for the preceding 10 consecutive trading
days, the Company will have the right to accelerate the expiry of the Warrants by giving notice,
via a news release issued within 15 business days of the last day of such 10 consecutive trading
day calculation period, of its exercise of such right and thereafter the Warrants will, without
further notice or action, automatically expire and be of no further force and effect at 4:00 p.m.
(Vancouver time) on the date that is 30 business days after the issuance of said news release.
The Company will pay finder's fees to certain arm's length parties in an amount equal to 6% of
proceeds raised under the Private Placement from subscribers introduced to the Company by
the finders and issue finders warrants (the "Finder's Warrants") equal to 6% of the Units
acquired by the subscribers introduced to the Company by the finder. Each Finder's Warrant
will entitle the holder to purchase one common share at a price of $0.22 per common share for
a period of two (2) years after the closing of the Private Placement. The proceeds of the Private
Placement will be used for exploration on the Genesis Property and for general working capital
purposes.
All of the securities issued under the Private Placement and the Qualifying Transaction will be
subject to a hold period expiring four months and one day from the date of issuance. In
addition, the Option Shares to be issued to Kivalliq will be subject to a hold period expiring one
year from the date of issuance in accordance with the terms of the Option Agreement.
In connection with the closing of the Qualifying Transaction, the Company intends to change its
name to Roughrider Exploration Limited and its common shares will trade on the Exchange
under the symbol "REL". The Company currently anticipates closing the Qualifying Transaction
on July 16, 2014. Closing of the Qualifying Transaction remains subject to a number of
conditions including:
i. Final Approval of the Exchange; and
00838200000133571; 3
ii. Closing the Private Placement concurrently with the Qualifying Transaction for gross
proceeds of not less than CDN$2,000,000.
In addition, the Company announced today that in connection with the closing of the Qualifying
Transaction, it intends to appoint the following additional strategic advisors:
Alex Heath:
Mr. Heath graduated from the Sauder School of Business at the University of British Columbia,
specializing in Marketing and Finance. From 2005 to 2013, Mr. Heath worked for Salman
Partners Inc., a boutique investment bank in Vancouver, B.C., providing financial advisory
services to the mining industry. During this time, Mr. Heath worked extensively with uranium
companies, including helping Hathor Exploration raise $22M for its initial drill program which
culminated in the discovery of the Roughrider deposit in Saskatchewan. Since November 2013,
Mr. Heath has worked in Corporate Finance for Seaspan Corporation. Since April 2014, Mr.
Heath has served as a director of Asante Gold Corporation.
Mark Morabito, B.A., J.D.:
Mr. Morabito has over 15 years' experience in public markets with a strong focus on junior
mining with extensive experience in capitalraising and corporate development. Mr. Morabito
founded and has been director and officer of a number of resource development companies
including Alderon Iron Ore Corp. and Excelsior Mining Corp. In December 2009, Mr. Morabito
founded King & Bay West Management Corp., a merchant bank and technical services company
specializing in identifying, funding and managing resourcebased ventures with a focus on the
mining sector. Mr. Morabito has a Bachelor of Arts degree from Simon Fraser University and
completed his Juris Doctorate at the University of Western Ontario. He practiced Corporate
Finance and Securities Law in Toronto and Vancouver prior to becoming a principal in the
mining industry.
Completion of this transaction is subject to a number of conditions, including but not limited to
Exchange acceptance. The transaction cannot close until the required Exchange approval is
obtained. There can be no assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in a filing statement or other disclosure
document of Westham to be prepared in connection with the QT, any information released or
received with respect to the QT may not be accurate or complete and should not be relied upon.
Trading in the securities of Westham should be considered highly speculative.
00838200000133571; 3
The TSX Venture Exchange has in no way passed upon the merits of the proposed QT and has
neither approved or disapproved the contents of this news release.
Neither 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
For Further Information, contact:
Scott Gibson
Chief Executive Officer
604 6970028
This news release includes forwardlooking statements that are subject to risks and
uncertainties. All statements within, other than statements of historical fact, are to be
considered forward looking. Although the Company believes the expectations expressed in such
forwardlooking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ materially
from those in forwardlooking statements. Factors that could cause actual results to differ
materially from those in forwardlooking statements include market prices, exploitation and
exploration successes, continued availability of capital and financing, and general economic,
market or business conditions. There can be no assurances that such statements will prove
accurate and, therefore, readers are advised to rely on their own evaluation of such
uncertainties. We do not assume any obligation to update any forwardlooking statements.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption
from such registration is available.
United States Advisory
The securities referred to herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold
outside the United States to eligible investors pursuant to Regulation S promulgated under the
U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the
--->
account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United
States Securities Act) unless the securities are registered under the U.S. Securities Act, or an
exemption from the registration requirements of the U.S. Securities Act is available. Hedging
transactions involving the securities must not be conducted unless in accordance with the U.S.
00838200000133571; 3
Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in the state in the United States i
--->n
which such offer, solicitation or sale would be unlawful.
00838200000133571; 3
© 2024 Canjex Publishing Ltd. All rights reserved.