Westminster Resources Ltd. [WMR:TSXV] (“WMR” or “Westminster” or the “Company”) is pleased to announce that that it has arranged for a non-brokered private placement (the “Private Placement”) of 12,500,000 units of securities of the Company (“Units”) at a purchase price of $0.20 per Unit for aggregate gross proceeds of $2,500,000. Each Unit will be comprised of one common share in the capital of the Company (a “Common Share”) and one-half Common Share purchase Warrant. Each whole warrant will entitle the holder to purchase one additional Common Share (a “Warrant Share”) at an exercise price of $0.30 at any time up to 24-months following issuance.
Latin Resources Ltd. has subscribed for 2,700,000 Units ($540,000) in the Private Placement. Latin Resources is an insider of the Company and, as such, their participation in the Private Placement is a related-party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSX Venture Exchange Policy 5.9 (which incorporates by reference MI 61-101. All securities to be issued in connection with the Private Placement will be subject to a hold period of four months plus one day from the date of issuance of the Units. The closing of the Private Placement is conditional upon the receipt of the conditional approval of the TSX Venture Exchange, including conditional approval for the listing of the Common Shares to be comprised in the Units and the Warrant Shares. The primary use of proceeds from this financing will be to further develop its copper project portfolio in Latin America and for general corporate and working capital purposes.
The Company is also pleased to announce that it has retained the services of Rayleigh Capital Ltd. (“Rayleigh Capital”), which will provide investor relations and communications services to the Company, subject to TSX Venture Exchange approval. Rayleigh Capital focuses on global investor relations for junior and small cap companies specializing at exposing companies to a wide audience of investment professionals.
Under a consulting services agreement between the Company and Rayleigh Capital (the “Agreement”), Rayleigh Capital has been retained for an initial term of one-year, subject to either party terminating the Agreement by providing 30-days written notice to the other party. Under the Agreement, the Company will pay $3,000 per month (plus GST) to Rayleigh Capital during the initial three-months of the Agreement. In addition, the Company will issue 100,000 stock options to Rayleigh Capital with each option having an exercise price of $0.25, vesting as to one-quarter of the options every three-months and expiring two-years from the date of issuance. The grant of the options is subject to the terms of the Company’s Stock Option Plan and the approval of the TSX Venture Exchange.
The Company and Rayleigh Capital act at arm’s length, and Rayleigh Capital has no present interest, directly or indirectly, in the Company or its securities. The fee to be paid by the Company to Rayleigh Capital under the Agreement is for services only.
The Company has also issued 200,000 options to directors and officers of the company at an exercise price of $0.25, in accordance with the terms of the stock option plan of the Company
FOR FURTHER INFORMATION CONTACT:
President and Chief Executive Officer
Westminster Resources Ltd.
Telephone: 604 681 3170
Telephone: +1 416 837 0075
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this news release.
This news release contains certain forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward-looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to, market conditions, availability of financing, actual results of the Company’s exploration and other activities, environmental risks, future metal prices, operating risks, accidents, labor issues, delays in obtaining governmental approvals and permits, and other risks in the mining industry. All the forward-looking statements made in this news release are qualified by these cautionary statements and those in our continuous disclosure filings available on SEDAR at www.sedar.com. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required by applicable law.