In connection with the Transaction, WKM announces a non-brokered private placement of up to 15,000,000 common shares (the "Private Placement") at a price of CAD$0.10 per share for aggregate subscription proceeds of up to CAD$1,500,000.
WKM intends to raise additional funds through a brokered offering (the "Subsequent Offering") and will provide details of such offering in a later press release.
R. Michael Jones, CEO of West Kirkland Mining said, "We are pleased to reach this agreement with Allied Nevada following a systematic search over a six month period for an attractive gold project. The Hasbrouck and Three Hills properties together offer a well-defined resource base where we can utilize our core strengths and experience in mine evaluation and engineering. They also offer an excellent exploration opportunity for the discovery of additional resources. We look forward to presenting this opportunity more fully to our long standing institutional contacts and other investors in the days ahead."
Terms of the Transaction:
Purchase Price: As set out in greater detail below, WKM is required to pay an aggregate of US$20,000,000 for a 75% interest in the Properties and an additional US$10,000,000 to acquire the remaining 25% interest in the Properties. The Purchase Price is to be paid as follows:
US$500,000 non-refundable cash payment (the "Deposit") which was paid to ANV upon execution of the Letter Agreement. The Deposit was paid in consideration of the rights granted to WKM under the Letter Agreement including ANV agreeing to deal exclusively with WKM in respect of the Properties for a period of 90 days.
An additional US$19,500,000 cash payment at closing (the "Initial Payment"), which shall occur no later than April 24, 2014, at which time WKM will have earned a 75% interest in the Properties. If WKM does not make payment of US$19,500,000 on or before April 24, 2014 it will not earn any interest in the Properties and will lose the Deposit.
An additional US$10,000,000 (the "Final Payment") shall be paid within 30 months after the date of the Initial Payment (the "Final Payment Deadline"). If WKM pays the Final Payment to ANV in accordance with the terms and conditions of the Letter Agreement, it will acquire the remaining 25% interest in the Properties and own a 100% interest in the Properties.
If WKM does not make the Final Payment to ANV on or before the Final Payment Deadline, or if WKM offers payment and ANV chooses to decline the Final Payment, the Properties shall be transferred into a joint venture (the "Joint Venture") with WKM retaining a 75% interest in the Joint Venture and ANV retaining 25% interest in the Joint Venture.
Conditions to closing: The completion of the Transaction is subject to a number of conditions to closing including, but not limited to, WKM’s satisfactory completion of legal, title and environmental due diligence with respect to the Properties, completion of various financings to raise adequate funds to make the Initial Payment, board and regulatory approvals and other customary conditions in the mining industry for similar asset purchases and sales.
The Mineral Resources have been prepared by Scott E. Wilson in conformity with generally accepted CIM "Estimation of Mineral Resource and Mineral Reserves Best Practices" guidelines and are reported in accordance with the Canadian Securities Administrators NI43-101. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resource will be converted into mineral reserve.
Strategic Rationale for Transaction:
1,671,907 inferred AuEq ounces at Hasbrouck and 133,600 indicated Au ounces at the nearby Three Hills deposit (8km north) (see table above) would add to WKM’s portfolio of gold/silver assets in the southwest United States including the TUG oxide deposit in Utah where WKM has completed a preliminary economic assessment.
Hasbrouck and Three Hills are all-oxide deposits, suitable for open pit mining and heap leaching, and are open at depth and laterally. An intercept of 66 meters grading 3.33 grams per tonne outside of the assessed resource at the Three Hills deposit highlights the exploration potential.
Additional targets on 51 km2 of patented and unpatented claims.
The acquisition would elevate WKM from an exploration company to a development company with potential for near-term production.
Potential strategic joint venture partnership with Allied, a current gold producer in Nevada with specialization in large open pit mining operations.
Deposits would be complimented by WKM’s TUG deposit and approximately 1,000 km2 of exploration ground in the Long Canyon Trend of Nevada/Utah and WKM would continue its focus on the southwest USA with its current full time office in Nevada.
Related Financings:
In relation to the Transaction, WKM is arranging the Private Placement of up to 15,000,000 shares for gross proceeds of up to CAD$1,500,000 (the "Private Placement Funds"). Of the Private Placement Funds, US$500,000 has been allocated for the Deposit paid to ANV in consideration of the rights granted to WKM under the Letter Agreement, including ANV agreeing to deal exclusively with WKM in respect of the Properties for a period of 90 days. The Private Placement is subject to acceptance by the TSX Venture Exchange (the "TSXV"). The Company may pay finder’s fees in connections with Private Placement, subject to the acceptance of the TSXV.
WKM intends to raise additional funds through the Subsequent Offering and will provide details of such offering in a later press release. Of these additional funds, US$19,500,000 would be used to make the Initial Payment to complete the acquisition of a 75% interest in the Properties. At a date prior to the Final Payment Date, WKM may conduct a further financing to raise proceeds to pay the Final Payment.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
Details of Hasbrouck and Three Hills
The Hasbrouck property is located in Esmeralda County, Nevada, is accessible by paved road and consists of two claim blocks, Hasbrouck and Three Hills.
The Hasbrouck claim block consists of 28 patented and 583 unpatented mining claims. The Three Hills claim block consists of six patented mining claims and 100 unpatented mining claims. Each claim block hosts a known significant gold resource, with the potential for further discoveries and expansion.
The historic mining town of Tonopah, Nevada, lies within a short distance of the both properties. Historic mining in the area focused on bonanza grade veins and took place prior to the existence of technology to process oxide ores. Both deposits are close to infrastructure with existing good access.
The Hasbrouck and Three Hills deposits are oxidized, low-sulphidation, epithermal vein deposits with a combined Ag:Au ratio of 23:1 by weight. Most of the ounces of gold in the known deposits are hosted within the Tertiary Siebert Formation with minor amounts of mineralization in the underlying Fraction Tuff.
The Hasbrouck mineral resource estimate was defined by 287 boreholes totaling 259,318 feet (79,040 meters) drilled between 1974 and 2011. The Three Hills deposit was defined by 260 boreholes totaling 74,524 feet (22,631 meters). Both deposits outcrop and feature a combined strip ratio of 0.3:1. Both deposits are open to further expansion, particularly Three Hills where hole THR12-15 encountered 66 meters of 3.33 g/t Au outside the known resource area.
Qualified Persons
Mr. Scott E. Wilson, AIPG Certified Professional Geologist, is WKM’s Independent Qualified Person as defined under NI 43-101. He has read and approved the technical information in this news release. Mr. Wilson has reviewed and verified the data disclosed in this news release to be in conformity with generally accepted CIM "Estimation of Mineral Resource and Mineral Reserves Best Practices" guidelines and in accordance with NI 43-101.
Michael G. Allen, Vice President of Exploration for WKM, and a Qualified Person as defined by NI 43-101, has reviewed the information contained in this news release. He is the non-independent qualified person for this new release and has verified the data.
In compliance with NI 43-101, WKM will provide a technical report on the Properties within 45 days of the date of this announcement in support of the technical disclosure in this news release related to the mineral resource estimate for the Properties.