Western Copper and Gold Announces $3.0 Million Private Placement of Flow-Through Shares
2019年4月30日 - 5:30AM
Western Copper and Gold Corporation (“Western” or the “Company”)
(TSX: WRN; NYSE American: WRN) announces that it entered an
agreement with an agent (the “Agent”) on a marketed best efforts
basis to conduct a brokered private placement of up to 3,333,333
flow-through common shares (the “FT Shares”) at a price of $0.90
per FT Share to raise gross proceeds of up to $3.0 million (the
“Offering”).
In addition, the Company will grant the Agent an
option to sell up to an additional 666,666 FT Shares, at the same
price per share as is applicable to the Offering (the
“Over-Allotment Shares” and together with the FT Shares, the
“Offered Shares”), exercisable up to 48 hours prior to the closing
of the Offering.
In connection with the Offering, the Agent will
be paid a cash fee equal to 6% of the gross proceeds raised from
the sale of Offered Shares to purchasers other than President’s
List Purchasers (as hereinafter defined) and 3.0% of the gross
proceeds raised from the sale of Offered Shares to purchasers
identified by the Company to the Agent (the “President’s List
Purchasers”).
The gross proceeds received from the sale of the
Offered Shares will be used solely to incur “Canadian exploration
expenses” as defined in subsection 66.1(6) of the Income Tax Act
(Canada) on the Company’s directly and indirectly held mineral
properties at the Casino Project in the Yukon Territory, and
renounced to subscribers effective December 31, 2019. Such Canadian
exploration expenses will also qualify as “flow-through mining
expenditures” as defined in subsection 127(9) of the Income Tax Act
(Canada).
The closing of the Offering is expected to occur
on or about May 16, 2019 and is subject to regulatory approval,
including that of the Toronto Stock Exchange and the NYSE American
LLC. The Offered Shares will be subject to statutory hold period(s)
in accordance with applicable securities legislation.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of the 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 unless
registered under the U.S. Securities Act and applicable securities
laws or an exemption from such registration is available.
ABOUT WESTERN COPPER AND GOLD
CORPORATION
Western Copper and Gold Corporation is
developing the Casino Project, Canada’s premier copper-gold mine in
the Yukon Territory and one of the most economic greenfield
copper-gold mining projects in the world. For more information,
visit www.westerncopperandgold.com.
On behalf of the board,
“Paul West-Sells”
Dr. Paul West-SellsPresident and CEOWestern
Copper and Gold Corporation
For more information, please contact:
Chris DonaldsonDirector, Corporate
Development604.638.2520 or cdonaldson@westerncopperandgold.com
Cautionary Disclaimer Regarding Forward-Looking
Statements and Information
This news release contains certain
forward-looking statements concerning anticipated developments in
Western’s operations in future periods. Statements that are not
historical fact are “forward-looking statements” as that term is
defined in the United States Private Securities Litigation Reform
Act of 1995 and “forward looking information” as that term is
defined in National Instrument 51-102 (“NI 51-102”) of the Canadian
Securities Administrators (collectively, “forward-looking
statements”). Forward-looking statements are frequently, but not
always, identified by words such as “expects”, “anticipates”,
“believes”, “intends”, “estimates”, “potential”, “possible” and
similar expressions, or statements that events, conditions or
results “will”, “may”, “could” or “should” occur or be achieved.
These forward-looking statements may include, but are not limited
to, statements regarding the anticipated closing date of and the
use of proceeds from the Offering. In making the forward-looking
statements herein, the Company has applied certain material
assumptions including, but not limited to, the assumptions that all
regulatory approvals will be received in a timely manner and on
acceptable terms; that general business conditions will note change
in a materially adverse manner and that the Offering will proceed
as planned.
Forward-looking statements are statements about
the future and are inherently uncertain, and actual results,
performance or achievements of Western and its subsidiaries may
differ materially from any future results, performance or
achievements expressed or implied by the forward-looking statements
due to a variety of risks, uncertainties and other factors. Such
risks and other factors include, among others, risks involved in
fluctuations in gold, copper and other commodity prices and
currency exchange rates; the risks and uncertainties related to the
Offering not being completed in the event that the conditions
precedent thereto (including receipt of requisite regulatory
approvals) are not satisfied; uncertainties related to raising
sufficient financing in a timely manner and on acceptable terms;
and other risks and uncertainties disclosed in Western’s AIF and
Form 40-F, and other information released by Western and filed with
the applicable regulatory agencies.
Western’s forward-looking statements are based
on the beliefs, expectations and opinions of management on the date
the statements are made, and Western does not assume, and expressly
disclaims, any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as otherwise required by
applicable securities legislation. For the reasons set forth above,
investors should not place undue reliance on forward-looking
statements.
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