West High Yield Completes Second Tranche of Private Placement and Terminates Market Making Services Agreement

 

CALGARY, Alberta, July 19, 2019 (GLOBE NEWSWIRE) -- West High Yield (W.H.Y.) Resources Ltd. ("West High Yield" or the "Company") (TSXV: WHY) announces that it has completed the second and final tranche of its previously announced non-brokered private placement of units ("Units"). The Company issued 258,000 Units at a price of $0.25 per Unit for gross proceeds of $64,500 under the second tranche. The Company wishes to correct its statement in the press release issued June 7 regarding the number of units issued pursuant to the first tranche closing. In total, 609,000 units were issued as part of the first tranche for gross proceeds of $152,250.

In aggregate, the Company issued 867,000 Units at a price of $0.25 per Unit for gross proceeds of $216,750 under the private placement. Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-third of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to purchase one additional Common Share at an exercise price of $0.45 for a period of one year from the date of issuance of the Warrant. 

All of the securities issued under the private placement are subject to a four month resale restriction. The private placement is subject to receipt of all necessary regulatory approvals including final approval of the TSX Venture Exchange. 

Net proceeds are expected to be used for the environmental base line study, environmental assessment study and mine plan and permit application and Industrial Mineral Mine Permit application for the Company's Record Ridge deposit near Rossland, British Columbia and general corporate purposes. Although the Company intends to use the proceeds of the offering as described above, the actual allocation of proceeds may vary from the uses set out above, depending upon future operations, events or opportunities. 

An insider of the Company subscribed for 133,000 Units, for a total of approximately 15% of the private placement. The private placement is therefore deemed to be a "related party transaction" as defined under Multilateral Instrument 6-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Neither the Company, nor to the knowledge of the Company after reasonable inquiry, the insider participant in the private placement, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

The private placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and neither the fair market value of the Units distributed to, nor the consideration received from, the insider participant exceeded $2,500,000.

The Company also announces termination of the agreement with Questrade, Inc. to provide market making services to the Company previously announced May 10, 2019.

About West High Yield

West High Yield is a publicly traded junior mining exploration company focused on the acquisition, exploration and development of mineral resource properties in Canada with a primary objective to locate and develop economic gold, nickel and magnesium properties.

For further information please contact:
Frank Marasco President and Chief Executive Officer West High Yield (W.H.Y.) Resources Ltd. Telephone: (403) 660-3488 Facsimile: (403) 206-7159 Email: frank@whyresources.com	Dwayne Vinck Chief Financial Officer West High Yield (W.H.Y.) Resources Ltd. Telephone: (403) 257-2637 Facsimile: (403) 206-7159 Email: vinck@shaw.ca

Reader Advisory

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the terms of the proposed non-brokered private placement of Units, the proposed use of proceeds and the Company's business plans. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. 

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; competition for, among other things, skilled personnel and supplies; changes in tax laws; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. 

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

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 press release.

Not for distribution in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.