TORONTO, ONTARIO – (March 09, 2023) Gowest Gold Ltd. (“Gowest” or the “Corporation”) (TSX VENTURE: GWA) announced today that it has completed the issuance and sale of promissory notes of the Corporation in an aggregate principal amount of $10,000,000 (the “Promissory Notes”) to Lush Land Investment Canada Inc. (“Lush Land”). The purchase price for the Promissory Notes was an aggregate of $10,000,000. The issuance and sale of the Promissory Notes forms part of the previously announced non-brokered private placement offerings to be completed by the Corporation for aggregate gross proceeds of $25,000,000 (collectively, the “Offerings”) (see Gowest news release dated January 26, 2023.)
Dan Gagnon, President and Chief Executive Officer of Gowest, added, “These funds from one of our key investment partners have come in as we are aggressively ramping up activities at Bradshaw and preparing to go back underground in April 2023. Our core mining contractor, Dumas Contracting Ltd., is mobilizing men and equipment onsite and our technical and management teams are busy completing the many related agreements and other tasks required for this exciting new chapter in Gowest’s journey to officially becoming the next new mine in the Timmins gold camp.”
Details
Subject to the receipt of shareholder approval in accordance with the policies of the TSX Venture Exchange, the Promissory Notes will be automatically converted into units of the Corporation (“Units”) at a conversion price of $0.10 per Unit.
Each Unit issuable on conversion of the Promissory Notes will comprise one common share of the Corporation and three-quarters (¾) of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), with each whole Warrant being exercisable to purchase one additional common share of the Corporation for a period of 24 months following the conversion date of the Promissory Notes (the “Conversion Date”), at a purchase price of (i) $0.10 per share until the date that is three (3) months following the Conversion Date; (ii) thereafter, at $0.12 per share until the date that is 12 months following the Conversion Date; and (iii) thereafter, at $0.15 per share until the date that is 24 months following the Conversion Date.
The Corporation has called a special meeting of shareholders of the Corporation (the “Meeting”) to approve the creation of Lush Land as a new “control person” of the Corporation in accordance with the policies of the TSX Venture Exchange and for the approval of certain other matters relating to the Offerings. The Meeting is currently scheduled to be held March 30, 2023.
The Board recommends that shareholders vote in favour of the resolutions necessary for the completion of the Offerings (including the conversion of the Promissory Notes).
Further information regarding Offerings is contained in the management information circular that has been prepared in respect of the Meeting and which is available for review under the Corporation’s profile on SEDAR (www.sedar.com). All shareholders are urged to read the management information circular once it becomes available, as it contains additional important information concerning the Offerings.
All of the securities issuable in connection with the Offerings will be subject to a hold period expiring four months and one day after the date of issuance. |