/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
Stock Symbol: WGF:
TSX-V
SASKATOON, SK, Feb. 25, 2022 /CNW/ -
Wescan Goldfields Inc. ("Wescan" or the "Company")
is pleased to announce that it has completed the first tranche of
the previously announced private placement financing (the
"Offering") (see News Releases dated February 11, 2022) by issuing an aggregate of
3,554,286 Units of the Company at a price of $0.07 per Unit, for gross proceeds of
$248,800 (collectively, the "Initial
Tranche"). Each Unit is comprised of one common share and one
warrant. Each whole warrant will entitle the holder thereof to
purchase one common share at a price of $0.10, for a period of twelve months from closing
of the Initial Tranche.
Insiders participated at greater than 25% of the Initial
Tranche. Pursuant to Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the purchase by the insiders was a
"related party transaction" however the Company was exempt from the
requirements to obtain a formal valuation or minority shareholder
approval in connection with the Initial Tranche, as the fair market
value of the participation in the private placement by insiders in
the Initial Tranche does not exceed 25% of the market
capitalization of the Company.
Wescan is also pleased to announce that it will seek to amend
the previously announced private placement financing to consist of
an aggregate of up to 5,000,000 Units (including Units of the
Initial Tranche) of the Company at a price of $0.07 per Unit, for gross proceeds of up to
$350,000 (collectively, the "Amended
Offering"). Each Unit is comprised of one common share and one
warrant. Each whole warrant will entitle the holder thereof to
purchase one common share at a price of $0.10, for a period of twelve months from closing
of the Offering. The Company may also issue common shares from
treasury equal to 6% ("Finder Shares") and warrants ("Finder
Warrants"), equal to 6% of the number of Units attributable to
Finders pursuant to the Amended Offering. Each Finder's Warrant
will entitle the holder thereof to purchase one common share at a
price of $0.10, for a period of
twelve months from closing of the Amended Offering. All securities
issued pursuant to the Amended Offering are subject to a four month
hold period in accordance with applicable securities laws and
exchange regulations. The proceeds from the Amended Offering
(including the Initial Tranche) will be used by Wescan for general
working capital purposes as well as on the Company's gold
properties. Closing of the private placement is subject to the
receipt of applicable regulatory approvals including approval of
the TSX Venture Exchange ("TSX-V").
The Amended Offering will be conducted pursuant to prospectus
exceptions, including sales to accredited investors and to close
personal friends and business associates of directors and officers
of the Company. 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.
The offer and sale of the securities offered 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 of the Offering.
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.
