Mr. Scott Gibson of Westham reports
WESTHAM RECEIVES CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION
Westham Resources Corp. has
received TSX Venture Exchange conditional approval for its qualifying
transaction involving the acquisition of up to an 85-per-cent interest in
Kivalliq Energy Corp.'s Genesis uranium 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, chief executive officer, 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 advisers
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
The company and Kivalliq signed the definitive option agreement for the Genesis property on July 10, 2014. Under the terms of the option agreement, in order to
earn the full 85-per-cent interest in the Genesis property, the company must complete $5-million in
exploration expenditures, make $1-million in cash payments, and issue to Kivalliq common
shares representing 20 per cent 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 per cent 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.
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, PGeo, on behalf of Cypress
Geoservices Ltd., dated effective June 15, 2014, which is also available on SEDAR.
In conjunction with the qualifying transaction, the company will complete a non-brokered
private placement of 12,528,454 units for gross proceeds of
$2,756,259.88. Each unit comprises one common share and one-half of one non-transferrable warrant, with each whole warrant entitling the holder to
purchase one common share at a price of 35 cents per share for a period of three 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 50 cents for the preceding 10 consecutive trading
days, the company will have the right to accelerate the expiry of the warrants by giving notice,
through 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 p.m.
(Vancouver time) on the date that is 30 business days after the issuance of said news release.
The company will pay finders' fees to certain arm's-length parties in an amount equal to 6 per cent of
proceeds raised under the private placement from subscribers introduced to the company by
the finders and issue finders' warrants equal to 6 per cent 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 22 cents per common share for
a period of two 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
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 Ltd., 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
- Final approval of the exchange;
- Closing the private placement concurrently with the qualifying transaction for gross
proceeds of not less than $2-million.
In addition, the company announced today that in connection with the closing of the qualifying
transaction, it intends to appoint the following additional strategic advisers.
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 $22-million 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 Corp. Since April, 2014, Mr.
Heath has served as a director of Asante Gold Corp.
Mark Morabito, BA, JD
Mr. Morabito has over 15 years experience in public markets, with a strong focus on junior
mining, with extensive experience in capital raising 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, financing and managing resource-based ventures, with a focus on the
mining sector. Mr. Morabito has a bachelor of arts degree from Simon Fraser University and
completed his juris doctor at the University of Western Ontario. He practised corporate
finance and securities law in Toronto and Vancouver prior to becoming a principal in the
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
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.
We seek Safe Harbor.
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