NEWS RELEASE
WestKam Announces
Vancouver, BC, January 5, 2017 – announces that it has entered into a letter of intent (TSXV:MXL) (“ MX Gold ”), pursuant to which it has agreed to sell all of its interest property to MX Gold in consideration for approximate 19.7% interest in MX Gold additional securities prior to closing Gold shares to its shareholders, on a transaction is considered a Non Arm’s Length transa ction under the policies of the TSX Venture Exchange (the “ TSXV ”) in that the Company’s director, Mr. Akash Patel, is also a director and executive officer of MX Gold.
The LOI contemplates a 30 day due diligence period during which MX Gold will verify information regarding the Bonaparte property and the Com The sale of the Bonaparte property is further agreement within 60 days, with terms and conditions acceptable to both parties. of the definitive agreement, the Company has agreed to months of termination, in cash or in common shares at the Company’s discretion) transaction does not close due to the Company being unable conditions. In addition, effective upon signing of the definiti ve agreement, MX Gold has agreed to reimburse the Company for costs amount of $75,000.
As previously announced ( refer to the Company’s optioned a 5% interest in the Bonaparte property to MX Gold in consideration for MX Gold incurring a minimum of $650,000 in exploration expenditures on the propert Company is awaiting evidence that qualifying to determine whether MX Gold has earned its 5% interest in the property if MX Gold has earned the 5% interest in the acquired under the LOI will be the remaining 95% interest; however, if interest, then the interest being acquired under the LOI will be a 100% intere consideration payable therefore.
The Company has also entered into a letter of intent with an arm’s pursuant to which it will a cquire three mineral claims that are adjacent to th e Bonaparte property, in consideration for $10,000 and 11,000,000 common sha res of the Company. The three claims are subject to an existing 1% NSR which the Company has agreed to assume grant an additional 1% NSR to the vendor of the property.
NEWS RELEASE
WestKam Announces Proposed Sale of Bonaparte Property and
Acquisition of New Claims
WestKam Gold Corp. (TSX-V: WKG) (the “ Company” entered into a letter of intent (“ LOI ”) dated January 4, 2017 with pursuant to which it has agreed to sell all of its interest roperty to MX Gold in consideration for 40 million shares of MX Gold ( which will represent an approximate 19.7% interest in MX Gold on a non-diluted basis , assuming MX Gold does not issue any additional securities prior to closing ). The Company intends to dividend a substantial number of on a pro rata basis, subject to compliance with all applicable laws.
transaction is considered a Non Arm’s Length transa ction under the policies of the TSX Venture”) in that the Company’s director, Mr. Akash Patel, is also a director and executive The LOI contemplates a 30 day due diligence period during which MX Gold will verify information regarding the Bonaparte property and the Com pany will conduct standard due diligence on MX Gold . sale of the Bonaparte property is further conditional upon the entering into of a with terms and conditions acceptable to both parties. Effective upon signing the Company has agreed to pay a break fee of $37,500 (payable within 6 months of termination, in cash or in common shares at the Company’s discretion) transaction does not close due to the Company being unable to satisfy one or more of its closing In addition, effective upon signing of the definiti ve agreement, MX Gold has agreed to reimburse the Company for costs it has incurred in relation to this transaction, up to a m aximum refer to the Company’s December 28, 2016 news release), the Company optioned a 5% interest in the Bonaparte property to MX Gold in consideration for MX Gold incurring a minimum of $650,000 in exploration expenditures on the propert y by December 31, 2016. that qualifying expenditures have been incurred by the deadline to determine whether MX Gold has earned its 5% interest in the property . The parties have agreed that 5% interest in the Bonaparte property, then the property the remaining 95% interest; however, if MX Gold has not earned then the interest being acquired under the LOI will be a 100% intere st, without change in the he Company has also entered into a letter of intent with an arm’s -length party , Platinum Capital Corp., cquire three mineral claims that are adjacent to th e Bonaparte property, in consideration for $10,000 and 11,000,000 common sha res of the Company. The three claims are which the Company has agreed to assume and the Company ha grant an additional 1% NSR to the vendor of the property.
Company” or “WestKam ”) with MX Gold Corp.
pursuant to which it has agreed to sell all of its interest in its Bonaparte which will represent an, assuming MX Gold does not issue any a substantial number of the MX applicable laws. This transaction is considered a Non Arm’s Length transa ction under the policies of the TSX Venture”) in that the Company’s director, Mr. Akash Patel, is also a director and executive The LOI contemplates a 30 day due diligence period during which MX Gold will verify information pany will conduct standard due diligence on MX Gold .
conditional upon the entering into of a definitive ffective upon signing pay a break fee of $37,500 (payable within 6 months of termination, in cash or in common shares at the Company’s discretion) in the event this to satisfy one or more of its closing In addition, effective upon signing of the definiti ve agreement, MX Gold has agreed to incurred in relation to this transaction, up to a m aximum December 28, 2016 news release), the Company optioned a 5% interest in the Bonaparte property to MX Gold in consideration for MX Gold incurring a y by December 31, 2016. The by the deadline in order parties have agreed that property interest being MX Gold has not earned the 5% st, without change in the, Platinum Capital Corp., cquire three mineral claims that are adjacent to th e Bonaparte property, in consideration for $10,000 and 11,000,000 common sha res of the Company. The three claims are and the Company ha s agreed to
Completion of each of the above transactions is sub ject to a number of conditions, including TSXV acceptance, and the sale of the Bonaparte property requires disinterested shareholder approval. The Bonaparte transaction cannot close until the requir ed shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in a management information circular or filing statement to be prepared in connection with the tra nsactions, any information released or received with respect to the transactions may not be accurat e or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release.
About WestKam Gold Corp.
WestKam is a Canadian gold exploration company focused on developing the Bonaparte Gold Project near Kamloops, British Columbia. Additional information can be found on the Company’s website at www.westkamgold.com .
ON BEHALF OF THE BOARD OF DIRECTORS
Matt Wayrynen, President
WestKam Gold Corp.
Suite 900, 570 Granville Street Vancouver, BC V6C 3P1 Contact: John Ulmer, Investor Relations 778.994.6453 www.westkamgold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking information
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking information regarding the sale of the Bonaparte property to MX Gold, the acquisition of the additional claims, receipt of TSXV acceptance to both transactions, receipt of disinterested shareholder approval to the Bonaparte transaction, completion of all conditions required to be met in order to close each of the transactions. These forward-looking statements invo lve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected fut ure developments and other factors it believes are appropriate in the circumstances. These statements involve substantial known and unknown ri sks and uncertainties that contribute to the possib ility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company’s control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forwardlooking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.