pcNewsWire – Whistler Gold Exploration Inc. (TSX-V: WGX.H) has arranged two non-brokered private placements in the aggregate amount of $1,500,000 for a total of up to 26,548,673 units at $0.0565 per unit to be issued on a post one-for-three consolidation basis.
Proceeds will be used to settle debt with cash, bring the company’s continuous disclosure record up to date, for working capital and for exploration of the company’s property.
News Release
SHARE CONSOLIDATION, FINANCING, DEBT SETTLEMENT
Vancouver, BC, May 29, 2017: Whistler Gold Exploration Inc. (“Whistler”)(TSX.V: WGX.H) is pleased to announce that the Company has arranged two non-brokered private placements in the aggregate
amount of $1,500,000 for a total of up to 26,548,673 units at $0.0565 per unit to be issued on a post onefor-three consolidation basis. Each unit consists of one post-consolidation common share and one oneyear transferable warrant entitling the holder to purchase one additional post-consolidation share at a price of $0.075 per share. Certain directors and officers are participating in the financing as approved by independent directors. The Company is relying on an exemption from the related party requirements of MI 61-101. A portion of the financing is on a flow-through basis. The flow-through shares comprising the flow-through units and flow-through shares issuable upon exercise of the warrants comprising the flow-through units will entitle the holder to receive the tax benefits applicable to flow-through shares in accordance with provisions of the Income Tax Act (Canada). Proceeds of the financing will be used to settle debt with cash, bring the Company’s continuous disclosure record up to date, for working capital and for exploration of the Company’s property. The Company expects the financings will result in the creation of control block shareholders and will be seeking shareholder approval to the creation of control block shareholders. A finder’s fee may be payable with respect to a portion of the private placement. The financings and any finder’s fee are subject to acceptance for filing by the TSX Venture Exchange.
The Company has also agreed to settle a total of approximately up to $450,000 through the issuance of up to 7,500,000 post one-for-three consolidation shares at a deemed price of $0.06 per share. Certain directors and officers are participating in the debt settlement as approved by independent directors. The Company is relying on an exemption from the related party requirements of MI 61-101. The issuance of shares in settlement of debt is subject to TSX Venture Exchange acceptance for filing.
The Company announces it will be consolidating its share capital on a one new share for three old shares consolidation ratio. This capital reorganization will provide the Company with greater flexibility for future financings. In accordance with the Company’s articles and the British Columbia Business Corporations Act, the directors of the Company approved the consolidation.
Currently, a total of 7,226,150 common shares in the capital of the Company are issued and outstanding.
A total of 2,408,716.67 common shares in the capital of the Company will be issued and outstanding following the proposed consolidation, assuming no other changes to the issued capital prior to the consolidation being effective. The share consolidation is subject to TSX Venture Exchange acceptance for filing.
BY ORDER OF THE BOARD OF DIRECTORS OF WHISTLER GOLD EXPLORATION INC.
PER: “Barry Brown”
Barry Brown, Director
The statements made in this News Release may contain certain forward-looking statements. Actual events or results may differ from the Company’s expectations. Certain risk factors may also affect the actual results achieved by the Company.
The TSX Venture exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.
SOURCE: Whistler Gold Exploration Inc.
