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West High Yield (W.H.Y.) Resources Ltd. (TSXV: WHY) (the "Company" or "West High Yield") is pleased to announce a non-brokered private placement offering for the sale of up to 3,800,000 units of the Company (the "Units") at a price of CAD$0.25 per Unit for aggregate gross proceeds of up to CAD$925,000 (the "Offering"). The Company also announces that it has engaged Outside The Box Capital Inc. ("OTBC") to provide marketing services to the Company in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange ("Exchange") pursuant to the terms of a marketing agreement (the "Marketing Agreement").
Offering
Each Unit issued under the Offering will consist of one (1) common share of the Company (each, a "Share") and one (1) Common Share purchase warrant (each, a "Warrant"). Each Warrant, together with CAD$0.35, will entitle the holder thereof to acquire one (1) additional Common Share for a period of twelve (12) months from each Warrant's date of issuance. The Warrants will not be listed on the TSXV. The Company may pay a finder's fee in connection with the Offering to eligible finders in accordance with the policies of the TSXV and applicable Canadian securities laws consisting of: (i) a cash commission of up to 6% of the gross proceeds of the Offering; and (ii) common share purchase warrants (the "Finder's Warrants") of up to 6% of the number of Units issued under the Offering. The Finder's Warrant will have identical terms to the Warrants.
The Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable Canadian securities laws. All securities issued under the Offering are subject to a statutory hold period from their date of issue in accordance with applicable Canadian securities laws. None of the Units will be registered under the United States Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The proceeds from the Offering will be used for supporting the Company's pilot testing project, concluding its permitting process, covering essential operations and general working capital purposes and expenses. The Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance and approval of the TSXV.
Marketing Agreement
Pursuant to the Marketing Agreement, OTBC will provide marketing and distribution services to communicate information about the Company to the public. In consideration for the provision of the services by OTBC under the Marketing Agreement, West High Yield has agreed to pay OTBC a fee of CAD$60,000. The Marketing Agreement has a fixed term, expiring on August 12, 2024, and the Marketing Agreement shall expire on such date unless the parties desire to renew the terms and term of the Marketing Agreement thereafter.
About West High Yield
West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral magnesium, silica, and nickel deposits using green processing techniques to minimize waste and CO2 emissions.
The Company's Record Ridge magnesium deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") Preliminary Economic Assessment technical report prepared by SRK Consulting (Canada) Inc. in accordance with NI 43-101.
Contact Information:
West High Yield (W.H.Y.) RESOURCES LTD.
Frank Marasco Jr., President and Chief Executive Officer
Telephone: (403) 660-3488
Email: frank@whyresources.com
Barry Baim, Corporate Secretary
Telephone: (403) 829-2246
Email: barry@whyresources.com
Cautionary Note Regarding Forward-looking Information
This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. 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; and 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.
This press 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.
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 RELEASE.
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