Westward Gold arranges $5-million private placement

Executive Summary

• Westward Gold Inc. has announced a non-brokered private placement of up to 45,454,545 units at $0.11 per unit, raising approximately $5 million in gross proceeds.
• The financing includes a $2.5 million lead investment from new cornerstone investor Concept Capital Management Ltd. and a $1 million subscription from existing strategic investor Crescat Capital LLC.
• Net proceeds will primarily fund an expanded 5,000-metre drilling program at the Toiyabe Hills property in Nevada and general working capital.

Key Details

• Transaction Structure: Non-brokered private placement of up to 45,454,545 units.
• Price: $0.11 per unit.
• Gross Proceeds: Approximately $5 million.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the purchase of one common share at an exercise price of $0.15 for a period of 24 months following closing.
• Investor Breakdown:
  • Concept Capital Management Ltd.: Subscribing for 22,727,272 units for gross proceeds of ~$2.5 million.
  • Crescat Capital LLC: Subscribing for 9,090,909 units for gross proceeds of ~$1 million.
• Use of Proceeds:
  • Expanded drilling program at the Toiyabe Hills property (Nevada), specifically testing the Campfire target complex with a 5,000-metre program across up to 10 holes.
  • General working capital purposes.
• Regulatory & Legal Conditions:
  • Closing is subject to regulatory approvals, including from the Canadian Securities Exchange (CSE).
  • Shares and warrants are subject to a statutory hold period of four months and one day.
  • The offering will not result in a new control person (defined as >20% ownership).
• Finder’s Fees:
  • Up to 6% of gross proceeds may be paid in units issued at the offering price.
  • Finders' warrants up to 6% of the number of units issued, exercisable at $0.13 per share for 24 months.
• Insider Participation: Certain insiders intend to acquire units; this constitutes a related party transaction exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101.

Notable Quotes

• Andrew Nelson, Chief Financial Officer: "We're thrilled to welcome Concept Capital as a new cornerstone investor in Westward, at an important inflection point for our company. This new capital -- in addition to continued support from existing strategic shareholder Crescat -- will allow us to keep the drills turning at Toiyabe Hills for as long as weather permits. We will be in a position of greater strength both in terms of data acquired and our treasury as we move into the winter months."