Mr. Aaron Paterson reports
WEST POINT GOLD COMPLETES C$25 MILLION FINANCING
West Point Gold Corp. has closed its previously announced commercially reasonable effort private placement for aggregate gross proceeds of approximately $25-million for 22,727,300 common shares at an issue price of $1.10 per share with SCP Resource Finance LP, as lead agent, together with ATB Cormark Capital Markets, Red Cloud Securities Inc., Paradigm Capital Inc. and Canaccord Genuity Inc.
As consideration for their services, the agents received an aggregate cash commission of $837,470, which is equal to 5 per cent of the gross proceeds of the offering, other than shares sold to purchasers on the company president's list, which were subject to a reduced cash commission of 2 per cent. Each of SCP Resource Finance and Red Cloud Securities elected to receive 50 per cent of their cash commission in shares, representing 264,162 shares at the issue price. The agents were also paid an advisory fee of $34,741. As additional consideration for their services, the agents were also issued 1,045,456 broker warrants equal to 5 per cent of shares sold, except that no broker warrants were issued for shares sold to purchasers on the president's list. Each broker warrant issued is exercisable to purchase one share at the issue price until Feb. 19, 2028.
The company intends to use the net proceeds from the offering for exploration and advancement of the company's Gold Chain project in Arizona, United States, and for general corporate and working capital purposes.
All shares, including the agent option shares, and broker warrants and broker warrant shares issued under the offering are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring June 20, 2026. The offering remains subject to the final acceptance of the TSX Venture Exchange.
Directors of the company including Andrew Bowering, Anthony Paterson and Conrad Nest participated in the offering, and acquired 659,600 shares for $725,560. The participation of these insiders in the offering constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The board of directors of the company, with Mr. Bowering, Mr. Paterson and Mr. Nest abstaining, determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements based on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related-party transaction, as neither the fair market value of securities issued to the insiders, nor the consideration paid by the insiders exceeded 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the transaction 21 days in advance of the closing of the offering because insider participation had not previously been confirmed and the shorter period was necessary to permit the company to close the offering in a time frame consistent with usual market practice for transactions of this nature.
About West Point Gold Corp.
West Point (formerly Gold79 Mines Ltd.) is a publicly listed company focused on gold discovery and development at four prolific Walker Lane trend projects covering Nevada and Arizona, United States. West Point Gold is focused on developing a maiden resource at its Gold Chain project in Arizona, while joint venture partner Kinross is advancing the Jefferson Canyon project in Nevada.
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