/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
Stock Symbol: WGF: TSX-V
SASKATOON, Sept. 29, 2015 /CNW/ - Wescan Goldfields Inc.
("Wescan" or the "Company") is pleased to announce that it is
undertaking a private placement financing consisting of an
aggregate of up to 17,500,000 Common Shares of the Company ("Common
Shares") at a price of $0.02 per
Common Share, for gross proceeds of up to $350,000 (collectively, the "Offering"). In
connection with the Offering, the TSX Venture Exchange ("TSX-V")
has agreed to waive its requirement that shares have a minimum
issue price of $0.05.
Insiders may participate at greater than 25% of the
Offering.
Assuming the Offering is fully subscribed, Wescan intends to use
the proceeds of the Offering as follows: general corporate and
working capital purposes (up to $160,000); continued exploration of the Company's
exploration projects (up to $100,000); and to settle indebtedness with or
otherwise satisfy obligations to related parties of the Company (up
to $90,000) (all amounts are
approximate). The actual allocation of the proceeds may vary from
the uses set forth above, depending on future operations or
unforeseen events or opportunities. If the Offering is not fully
subscribed, the Company may apply the proceeds of the Offering in
such priority and proportions as the Board of Directors of the
Company determines is in the best interests of Company.
The Offering is open to all existing shareholders of the
Company, subject to the limitations discussed herein. The Offering
will be conducted in reliance upon prospectus exemptions which
permit Wescan to distribute securities to its existing security
holders as set forth in Multilateral CSA Notice 45-313
Prospectus Exempt for Distributions, Saskatchewan General
Order 45-926 and the various other corresponding blanket orders and
rules in each of the provinces and territories of Canada (the
"Existing Shareholder Exemption"), subject to the terms and
conditions therein. The aggregate acquisition cost to a subscriber
under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained
advice from a registered investment dealer regarding the
suitability of the investment. The Company has fixed September 25, 2015 as the record date for the
purpose of determining existing shareholders of the Company who are
entitled to participate in the Offering pursuant to the Existing
Shareholder Exemption. Subscribers purchasing shares under the
Existing Shareholder Exemption will need to represent in writing
that they meet certain requirements of the Existing Shareholder
Exemption, including that on or before the record date they became
a shareholder of the Company and that they continue to be a
shareholder of the Company.
In addition to conducting the Offering pursuant to the Existing
Shareholder Exemption, the Offering will also be conducted pursuant
to other available prospectus exceptions, including sales to
accredited investors and to close personal friends and business
associates of directors and officers of the Company. The
Company intends to solicit subscriptions from subscribers who are
not currently shareholders of the Company pursuant these
exemptions. In addition, existing shareholders who wish to
exceed $15,000 limit may also
subscribe as accredited investors and close friends and business
associates. Subscribers purchasing shares under the prospectus
exemptions for accredited investors and close personal friends and
business associates of directors and officers of the Company will
need to make customary representations and warranties in writing
that they meet certain requirements of the exemptions.
Existing shareholders are welcome to subscribe for such amount
of the Offering as they chose and are not limited to their
proportionate share of the Offering; subscriptions will only be
subject to pro-rationing in the event the Offering is
oversubscribed.
The Offering is not subject to any minimum aggregate
subscription amount; however, each individual subscription must be
in the amount of $5,000 or more.
Closing of the private placement is subject to the receipt of
applicable regulatory approvals including approval of the
TSX-V. The Offering is expected to close on or about
October 22, 2015, provided that the
Offering may close in one or more tranches, but in any event no
later than November 13, 2015. The
securities issued will be subject to a standard four month hold
period.
Existing shareholders or other subscribers interested in
participating in the offering can contact the Company by e-mail at
wescanfinance@wescangoldfields.com or by telephone at (306)
664-2202, for additional information.
The offer and sale of the securities offered in the Offering
has not been and will not be registered under the US Securities Act
of 1933, as amended, or any state securities laws, and such
securities may not be offered or sold in the United States absent registration or
applicable exemption from such registration requirements. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States or in any jurisdiction in
which the offer, sale or solicitation would be unlawful.
Wescan is a Canadian based corporation engaged in the
acquisition, exploration and development of mineral properties.
Shares of Wescan trade on the TSX-V under the trading symbol
"WGF".
Caution Regarding Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking statements in respect of the proposed Offering.
Forward-looking statements in this press release include, but are
not limited to statements with respect to proceeds and the use of
proceeds of the Offering and Wescan's objectives for the ensuing
year. These forward-looking statements are based on Wescan's
current beliefs as well as assumptions made by and information
currently available to Wescan. Although management considers these
assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect. By their very
nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks exist that
predictions, forecasts, projections and other forward-looking
statements will not be achieved. We caution readers not to place
undue reliance on these statements as a number of important factors
could cause the actual results to differ materially from the
beliefs, plans, objectives, expectations, anticipations, estimates
and intentions expressed in such forward-looking statements. These
factors include, but are not limited to, developments in world gold
markets, changes in exploration plans due to exploration results
and changing budget priorities of Wescan, the effects of
competition in the markets in which Wescan operates, the impact of
changes in the laws and regulations regulating mining exploration
and development, judicial or regulatory judgments and legal
proceedings, operational and infrastructure risks and the
additional risks identified in the management discussion and
analysis section of our interim and most recent annual
financial statement or other reports and filings with the TSX
Venture Exchange and applicable Canadian securities
regulation.
"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."
SOURCE Wescan Goldfields Inc.
