/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE
UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAWS/
info@westerngoldexploration.com
www.westerngoldexploration.com
TSX Venture: WGLD
NORTH BERWICK, Scotland,
Dec. 23, 2020 /CNW/ - WESTERN
GOLD EXPLORATION LTD. (TSX-V: WGLD) (the
"Company") is pleased to announce that it has completed its
previously announced non-brokered private placement for aggregate
gross proceeds of $1.3 million (the
"Private Placement"). In connection with the Private
Placement, 3,250,000 equity units of the Company ("Units")
were issued at a price of $0.40 per
Unit.
Each Unit is comprised of one (1) common share of the Company
and one-half of one (1/2) common share purchase warrant of the
Company (a "Warrant"). Each whole Warrant entitles the
holder to acquire one (1) common share of the Company for a period
of 18 months from the date of issuance of the Warrant (the "Time
of Expiry"), at an exercise price of $0.75 per share. The Warrants contain an
acceleration right in favor of the Company that allows the Company
to accelerate the Time of Expiry to a date that is at least twenty
(20) days following the delivery of the acceleration notice to the
holders of the Warrants, if at any time following the issuance of
the Warrants and provided that all statutory hold periods on the
Warrants have expired, the common shares of the Company trade on
the TSX Venture Exchange (the "Exchange") at a price equal
to or greater than $1.10 for a period
of fourteen (14) consecutive trading days.
The securities issued in connection with the Private Placement
are subject to a four-month hold period, in accordance with
applicable securities laws.
The Company intends to use the proceeds from the Private
Placement to continue the development of its business, including
the exploration of its prospective mineral properties located in
Western Scotland, as well as
exploring opportunities to extend license areas, and for general
and administrative expenses.
In connection with the Private Placement, the Company has agreed
to pay Richardson Wealth Ltd. a cash finder's fee equal to 6% of
the gross proceeds raised in respect of the aggregate sales to
subscribers under the Private Placement that were introduced by
Richardson Wealth Ltd. (up to $12,000).
About Western Gold Exploration
The Company is an exploration company that is listed on the TSX
Venture Exchange under the symbol "WGLD". The Company is focused on
the exploration of mineral properties in Western Scotland and discovering new
opportunities in the Dalradian Belt, targeting historic mines with
gold and copper occurrences in the area to develop an initial
resource estimate. Preliminary prospects include the
Stronchullin mine, Gossan Burn and Allt Dearg which are all located
in the Knapdale District.
Additional information about the Company is available on SEDAR
at www.sedar.com under the Company's profile.
Related Party Disclosure
Under the Private Placement, Harry
Dobson, the Executive Chairman of the Company, acquired
beneficial ownership of 70,000 Units at a subscription price of
$28,000. In addition, Zila
Corporation, an insider of the Company by fact that it holds more
than 10% of the outstanding Common Shares, acquired 500,000 Units
at a subscription price of $200,000.
Their participation in the Private Placement constitutes a "related
party transaction" as defined in Multilateral Instrument 61- 101 –
Protection of Minority Security Holders in Special
Transaction ("MI 61-101"), which has been adopted by the
Exchange pursuant to its Policy 5.9 - Protection of Minority
Security Holders in Special Transaction. These transactions are
exempt from the formal valuation and minority shareholder approval
requirements of such instrument and policy, pursuant to subsections
5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair
market value was not more than 25% of market capitalization, the
distribution of securities was for cash and the fair market value
not more than $2,500,000.
The Company did not file a material change report more than 21
days before the expected closing of the Private Placement because
the details of the participation therein by related parties of the
Company were not settled until shortly prior to closing of such
transactions and the Company wished to close on an expedited basis
for sound business reasons.
This press release is not an offer of the Company's
securities for sale in the United
States. The Company's securities may not be offered or sold
in the United States absent
registration or an available exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") and applicable U.S. state securities
laws. The Company will not make any public offering of its
securities in the United States. The Company's securities
have not been and will not be registered under the U.S. Securities
Act.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS: This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation. Forward-looking statements include, but are not
limited to, statements with respect to the anticipated use of
proceeds, and other information concerning future events or the
intentions, plans and future action of the Company that may be
described herein. Forward-looking statements consist of statements
that are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future.
Such information can generally be identified by the use of
forwarding-looking wording such as "may", "expect", "estimate",
"anticipate", "intend", "believe" and "continue" or the negative
thereof or similar variations. Readers are cautioned not to place
undue reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are based will occur.
By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that the
predictions, estimates, forecasts, projections and other
forward-looking statements will not occur. These assumptions, risks
and uncertainties include, among other things, the state of the
economy in general and capital markets in particular, as well as
those risk factors discussed or referred to in the Company's
Management's Discussion and Analysis for the period ended
September 30, 2020 available at
www.sedar.com, many of which are beyond the control of the Company.
Forward-looking statements contained in this press release are
expressly qualified by this cautionary statement.
The forward-looking statements contained in this press
release are made as of the date of this press release. Except as
required by law, the Company disclaims any intention and assumes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Additionally, the Company undertakes no obligation to comment on
the expectations of, or statements made by, third parties in
respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAWS.
SOURCE Western Gold Exploration Ltd