WKM West Kirkland Mining Inc

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

West Kirkland Mining Inc. (TSX VENTURE:WKM) (the "Company") announces that in
connection with the recently announced private placement (the "Private
Placement") of up to 22,400,000 units (the "Units") of the Company at a price of
$0.25 per Unit to raise gross proceeds of up to $5.6 million, the Company is
arranging for certain private investment funds managed by Wexford Capital LP
(collectively, "Wexford") to subscribe for 11,325,000 Units in the Private
Placement, which would increase Wexford's aggregate holdings in the Company to
11,918,100 common shares (which comprises 19.8% of the issued and outstanding
common shares of the Company) and 11,325,000 share purchase warrants
("Warrants") following closing of the Private Placement (which Warrants are to
be issued to Wexford as part of Wexford's Units). As the full exercise of the
Warrants would increase Wexford's common shareholding in the Company to 32.5% on
a partially-diluted basis, Wexford will be restricted, under the policies of the
TSX Venture Exchange from exercising any Warrants that would result in Wexford's
common shareholding in the Company exceeding 19.9% without the Company having
obtained shareholder approval for such exercise. The Company is to seek
shareholder approval of the exercise of such Warrants at the next Annual General
Meeting of the Company.


The Company has also been informed that Newmont Canada Holdings ULC ("Newmont
Canada"), a subsidiary of Newmont Mining Corporation, is arranging to subscribe
for a total of 2,000,000 Units under the Private Placement (the "Newmont
Subscription"). Newmont Canada is a "related party" of the Company (as such term
is defined under Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions) ("MI 61-101") as Newmont Canada currently holds
securities of the Company representing approximately 13.3% of the Company's
issued and outstanding common shares on a partially-diluted basis. Assuming
completion of the Private Placement and the Newmont Subscription, Newmont Canada
would end up holding approximately 14.5% of the issued and outstanding common
shares of the Company on a partially-diluted basis.


In addition, R. Michael Jones, Director, President and CEO of the Company, is
subscribing for 300,000 Units; Frank Hallam, Director, CFO and Corporate
Secretary of the Company, is subscribing for 60,000 Units; and Michael G. Allen,
VP Exploration of the Company, is subscribing for 20,000 Units under the Private
Placement (collectively, the "Management and Director Subscriptions"). With
respect to the Newmont Subscription and the Management and Director
Subscriptions, the Company is to rely upon the exemptions from the formal
valuation and minority shareholder approval requirements of MI 61-101 contained
in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related party
transaction based on the fact that the fair market value of the related party
participation in the Private Placement will not exceed 25% of the Company's
market capitalization prior to the closing of the Private Placement.


Closing of the Private Placement is anticipated to occur as previously announced
on or before February 7, 2013 and is subject to receipt of applicable regulatory
approvals including the approval of the TSX Venture Exchange. The Company is to
file a material change report in respect of this news release within 21 days of
the expected date of closing of the Private Placement given the agreement of the
Company and the agents to close the Private Placement on or before February 7,
2013.


The net proceeds of the Private Placement will be used for exploration
activities on the Company's properties and for general corporate purposes.


The securities described herein have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States unless registered under the Act or unless an exemption from registration
is available. The securities in the Private Placement will be sold on a private
placement basis and be subject to a four month re-sale restriction from the date
of closing.


About West Kirkland Mining

West Kirkland Mining was formed in 2010 to focus on gold exploration along major
trends in North America. The Company has consolidated significant mineral rights
positions within the major gold trends of Nevada/Utah and in the Kirkland Lake
area of Ontario - two of North America's premier gold jurisdictions. The
founders and Board of West Kirkland Mining have successful gold discovery,
development and mine operations experience in both Ontario and Nevada over the
past 40 years.


For further information, please see the Company's website at www.wkmining.com. 

Forward Looking Statements

Certain of the statements and information in this press release constitute
"forward-looking statements" or "forward-looking information" within the meaning
of applicable securities law. Any statements or information that express or
involve discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as "expects", "anticipates", "believes",
"plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives",
"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) are not
statements of historical fact and may be forward-looking statements or
forward-looking information. Forward-looking statements or forward-looking
information in this press release include, without limitation, statements
regarding the closing of the Private Placement.


Forward-looking statements or forward-looking information are statements about
the future and are inherently uncertain, and actual achievements of the Company
or other future events or conditions may differ materially from those reflected
in the forward-looking statements or forward-looking information due to a
variety of risks, uncertainties and other factors, including, without
limitation, variations in market conditions, the timing of the receipt of
regulatory approvals required to complete the Private Placement and those
referred to in the Company's Annual Information Form dated as of April 18, 2012
under the heading "Risk Factors". Although the Company has attempted to identify
important factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated, estimated,
described or intended. Accordingly, readers should not place undue reliance on
forward-looking statements or forward-looking information.


FOR FURTHER INFORMATION PLEASE CONTACT: 
West Kirkland Mining Inc.
R. Michael Jones
(604) 685-8311


West Kirkland Mining Inc.
Michael Allen
(604) 685-8311


West Kirkland Mining Inc.
Knox Henderson
(604) 685-8311
info@wkmining.com
www.wkmining.com

West Kirkland Mining (TSXV:WKM)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

West Kirkland Mining (TSXV:WKM)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024