NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – November 21, 2022 – Whitehorse Gold Corp. (“Whitehorse Gold” or the “Company”) (TSXV: “WHG”; OTCQX: “WHGDF”) is pleased to announce that, further to its news release of November 4, 2022, it has increased the size of its non-brokered private placement offering (the “Non-Brokered Offering”) of units (each, a “Unit”) and Share purchase warrants (each whole warrant, a “Warrant”). The Non-Brokered Offering has now increased to aggregate gross proceeds of up to C$4 million, which consist of up to 10,000,000 Units and 5,000,000 Warrants.
The Offering is anticipated to close on or before Thursday, December 15, 2022. The closing of the Offering is subject to certain conditions, including the approval of the TSXV and certain other conditions customary for a private placement of this nature. All securities issued pursuant to the Offering will be subject to a statutory four-month and one-day hold period from the Closing Date.
As previously announced, the Offering consists of Units at a price of $0.40 per Unit (representing a 14.9% discount to the volume weighted average of trading prices of the common shares of the Company on the TSX Venture Exchange (the "TSXV") for the 20 consecutive business days prior to the date hereof), with each Unit consisting of one common share of the Company (each, a “Share”) and one-half of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share from the Company at a price of $0.65 per Share for a period of 24 months from the closing of the Offering.
The Company intends to use the net proceeds from the Offering for working capital requirements and other general corporate purposes.
The Company may pay a finder’s fee in respect of those purchasers under the Offering introduced to the Company by certain persons (each a “Finder”). Each Finder will receive a cash payment equal to 6% of the gross proceeds received by the Company from purchasers under the Offering who were introduced to the Company by such Finder.
As insiders of the Company (including Silvercorp) are expected to participate in the Offering, any such subscriptions will be considered to be related party transactions within the meaning of TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions, which incorporates Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any United States state securities laws, and accordingly, may not be offered or sold within the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Whitehorse Gold
Whitehorse Gold is a mineral exploration and development company focusing on tin projects in Bolivia and a gold project near Whitehorse, Yukon, Canada. The Company has recently signed agreements to acquire up to a 100% interest in the Porvenir Project and SF Tin Project, which are 70 km southeast of Oruro, Bolivia. The Company 100% owned Skukum Gold Project is approximately 55 km from Whitehorse by road. A mineral resource estimate update is expected for the project based on drilling conducted in 2020 and 2021. From 1986 to 1988, the project produced approximately 80,000 ounces of gold.
On Behalf of Whitehorse Gold Corp.
signed “Gordon Neal”
Gordon Neal, CEO & Director
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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 news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collective, “forward looking statements”) within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact included in this release, including, without limitation, statements regarding future plans with respect to the Porvenir Project, the SF Tin Project, the Skukum Gold Project and other future plans of Company, and objectives or expectations of the Company are forward-looking statements. Estimates of Mineral Reserves and Mineral Resources are also forward-looking information because they incorporate estimates of future developments including future mineral prices, costs and expenses and the amount of minerals that will be encountered if a property is developed. Forward-looking statements are often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions. Forward-looking statements are based on the opinions, assumptions, factors and estimates of management considered reasonable at the date the statements are made. The opinions, assumptions, factors and estimates which may prove to be incorrect, include, but are not limited to: that market fundamentals will result in sustained precious metals demand and prices; that there are no significant disruptions affecting operations, including labour disruptions, supply disruptions, power disruptions, security disruptions, damage to or loss of equipment, whether due to flooding, political changes, title issues, intervention by local landowners, environmental concerns, pandemics (including COVID-19) or otherwise; that the Company will be able to obtain and maintain governmental approvals, permits and licenses in connection with its current and planned operations, development and exploration activities, including at the Skukum Gold Project; that the Company will be able to meet its current and future obligations; that the Company will be able to comply with environmental, health and safety laws; and the assumptions underlying Mineral Resource estimates and the realization of such estimates.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others: social and economic impacts of COVID-19; actual exploration results; changes in project parameters as plans continue to be refined; results of future Mineral Resource estimates; future metal prices; availability of capital and financing on acceptable terms; general economic, market or business conditions; uninsured risks; regulatory changes; defects in title; availability of personnel, materials and equipment on a timely basis; accidents or equipment breakdowns; delays in receiving government approvals; unanticipated environmental impacts on operations and costs to remedy same; and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.