Gowest Gold Ltd. (“
Gowest” or the
“
Company”) (TSX VENTURE: GWA) provided an update
on its annual and special meeting of shareholders held today (the
“
Meeting”) at which a significant majority of
shareholders present or represented by proxy voted in favour of the
resolution approving the previously announced (see Gowest News
Release dated January 24, 2022) investment by Greenwater Investment
Hong Kong Limited (“
Greenwater”) of up to $19
million. In accordance with the policies of the TSX-V, Greenwater
and any of its related parties were excluded from voting on this
resolution.
The initial portion of this two-part private
placement financing (the “Offering”) was completed
on or prior to March 10, 2022, with the issuance and sale to
Greenwater of promissory notes in an aggregate principal amount of
$7,500,000 (the “Promissory Notes”), for an
aggregate purchase price of $7,500,000. The Promissory Notes will
now automatically convert into Units (as defined below) within five
business days in accordance with their terms.
Following today’s shareholder approval, and
subject to the terms of the subscription agreement between the
parties dated January 24, 2022, Greenwater has further agreed to
purchase from Gowest up to an aggregate of 88,461,358 units of the
Corporation (the “Units”), at an initial issue
price of $0.13 per Unit (the “Issue Price”), for
an aggregate purchase price of up to $11,500,000 (the “Unit
Offering”).
Each Unit issuable pursuant to the Offering will
comprise one common share of the Company and one common share
purchase warrant (a “Warrant”), with each Warrant
being exercisable to purchase one additional common share of the
Company for a period of two years following the receipt of
shareholder approval, at a price of $0.16 per Unit during the first
12-month period following the receipt of shareholder approval or at
a price of $0.17 per Unit during the second 12-month period
following the receipt of shareholder approval.
Assuming the completion of the Offering in full,
the Corporation will raise aggregate gross proceeds of $19,000,000.
Additional funds may be raised subsequently through the exercise of
the Warrants issued pursuant to the Offering.
Subsequent to the completion of the Offering,
Greenwater becomes a “Control Person” of the Corporation, in
accordance with the applicable policies of the TSX-V.
Dan Gagnon, President and Chief
Executive Officer of Gowest, commented, “On behalf of the
rest of the management team, I’d like to thank both Greenwater and
our shareholders for their support and recognition of the value of
Bradshaw Gold Deposit and the rest of our assets. With these funds
in hand, we are now able to move ahead with our plan to restart our
mining activities at Bradshaw and accelerate the development of our
promising gold portfolio.”
He added, “I look forward to providing more
detail on our progress in the coming weeks and months.”
Other Meeting Business
In addition, shareholders elected the directors
set out in the management information circular prepared in
connection with the Meeting, including two new Directors, Dan
Gagnon, and Gilbert Lawson. C. Fraser Elliott (Chairman), Peter
Quintiliani, Yungang Wu and Meirong Yuan were all re-elected to the
Board.
C. Fraser Elliott, Gowest
Chairman, stated, “On behalf of the rest of our directors,
I want particularly to welcome Gilbert Lawson to our Board. As the
former Chief Operating Officer of TMAC Resources Inc. and as the
former VP, Geology & Mine Planning of Goldcorp Inc., amongst
other roles, he adds a tremendous amount of experience to our team
at this critical time in the Company’s development.”
Other resolutions passed at the Meeting included
the re-appointment of McGovern Hurley LLP as auditors and the
re-approval and confirmation of the existing stock option plan.
About Gowest
Gowest is a Canadian gold exploration and
development company focused on the delineation and development of
its 100% owned Bradshaw Gold Deposit (Bradshaw) on the Frankfield
Property, part of the Corporation’s North Timmins Gold Project
(NTGP). Gowest is exploring additional gold targets on its
+100‐square‐kilometre NTGP land package and continues to evaluate
the area, which is part of the prolific Timmins, Ontario gold camp.
Currently, Bradshaw contains a National Instrument 43‐101 Indicated
Resource estimated at 2.1 million tonnes (“t”) grading 6.19 grams
per tonne gold (g/t Au) containing 422 thousand ounces (oz) Au and
an Inferred Resource of 3.6 million t grading 6.47 g/t Au
containing 755 thousand oz Au. Further, based on the
Pre‐Feasibility Study produced by Stantec Mining and announced on
June 9, 2015, Bradshaw contains Mineral Reserves (Mineral Resources
are inclusive of Mineral Reserves) in the probable category, using
a 3 g/t Au cut‐off and utilizing a gold price of US$1,200 / oz,
totaling 1.8 million t grading 4.82 g/t Au for 277 thousand oz
Au.
Forward-Looking Statements
Certain statements in this release constitute
forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements in this press release
include, without limitation, statements relating to: the Offering;
the proposed use of proceeds of the Offering; the ability of the
parties, in particular the Corporation, to satisfy the conditions
precedent to the closing of the Offering; the requirement to obtain
regulatory approvals, including the approval of the TSXV; the
mailing of the management information circular in connection with
the Meeting and anticipated timing thereof; and the anticipated
timing of the completion of the Offering. Words such as “may”,
“would”, “could”, “should”, “will”, “anticipate”, “believe”,
“plan”, “expect”, “intend”, “potential” and similar expressions may
be used to identify these forward-looking statements although not
all forward-looking statements contain such words.
Forward-looking statements involve significant
risks, uncertainties, and assumptions. Many factors could cause
actual results, performance or achievements to be materially
different from any future results, performance or achievements that
may be expressed or implied by such forward-looking statements,
including risks associated with the Offering and financing
transactions generally. Additional risk factors are also set forth
in the Corporation’s management’s discussion and analysis and other
filings available via the System for Electronic Document Analysis
and Retrieval (SEDAR) under the Corporation’s profile at
www.sedar.com. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results, performance or
achievements may vary materially from those expressed or implied by
this press release. These factors should be considered carefully
and reader should not place undue reliance on the forward-looking
statements. These forward-looking statements are made as of the
date of this press release and, other than as required by law, the
Corporation does not intend to or assume any obligation to update
or revise these forward-looking statements, whether as a result of
new information, future events or otherwise.
NEITHER THE 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.
For further information please
contact: |
|
|
Dan GagnonPresident & CEOTel: (416) 363-1210Email:
info@gowestgold.com |
Greg TaylorInvestor RelationsTel: (416) 605-5120Email:
gregt@gowestgold.com |
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