West African Iron Ore Announces Corporate Restructuring and $2.3 Million Financing

TSX VENTURE EXCHANGE: WAI

VANCOUVER, Feb. 26, 2015 /CNW/- West African Iron Ore Corp. (the "Company") (WAI: TSX-V) announces that the Company will, subject to the approval of the TSX Venture Exchange, change its name "WAI Capital Investments Corp." and consolidate its common share capital on the basis of 10 pre-consolidation shares for 1 post-consolidation share (the "Share Consolidation").  The Company's new name will better reflect the Company's strategy of investing in and developing additional resource and infrastructure projects outside of West Africa, in addition to the Forécariah project in Guinea.

Proposed Share and Warrant Consolidation

The Company intends to complete the Share Consolidation concurrently with the change of name, with the intention of providing the Company with a more compact and conventional capital structure in the current market environment.

The Company currently has 176,942,548 common shares issued and outstanding, and after the Share Consolidation it is anticipated that the Company will have approximately 17,694,255 common shares issued and outstanding, not including any shares that may be issued in the private placement discussed below.

The Share Consolidation will also result in the adjustment of the Company's outstanding share purchase warrants.  The Company currently has 45,000,000 warrants outstanding, and after the Share Consolidation, the Company will have 4,500,000 warrants, with each warrant allowing the holder to purchase one additional post-consolidation share of the Company at $5.70 per share until March 31th, 2016.

Proposed Private Placement

The Company is also pleased to announce that it intends to complete a non-brokered Private Placement of up 46,000,000 post-consolidation common shares at a price of $0.05 per share for gross proceeds of up to $2,300,000 (the "Private Placement"). 

It is anticipated that the Private Placement will be completed in three tranches, with the first tranche of up to $600,000 being completed concurrently with completion of the Share Consolidation.

The second tranche, of up to $800,000 will be made available to existing shareholders of the Company who, as of the record date of February 26^th, 2015, held common shares in the Company (shareholders resident in Ontario, Newfoundland and Labrador, and countries other than Canada, will need to meet their home jurisdiction requirements under applicable securities law to participate), under the prospectus exemption process as set out in BC Instrument 45-534, or other similar instruments in place in other jurisdictions of Canada.  If subscriptions received in respect of the second tranche exceed $800,000, shares will be allocated pro rata among all subscribers to this tranche.  Insiders and subscribers of the Private Placement may make up any shortfall in subscriptions received in the second tranche.

The second tranche of the Private Placement will be open for acceptance for a period of 7 calendar days from the date of this news release.  Shareholders interested in participating in the second tranche of the Private Placement should contact the following individual at the Company for a subscription form:

Under BC Instrument 45-534, a subscribing shareholder, in purchasing the shares being offered in the Private Placement, will need to represent in writing that, on or before the record date, they acquired and continue to hold, common shares of the Company.

The aggregate acquisition cost to a subscribing shareholder under BC Instrument 45-534 cannot exceed $15,000.  Shareholders wishing to subscribe with an aggregate subscription cost in excess of $15,000 may do so provided they have obtained advice regarding the suitability of the investment from a registered investment dealer in the residential jurisdiction.

Alternatively, the Company may utilize other available regulatory exemptions in addition to the new existing shareholder exemption.

The maximum aggregate gross proceeds under the second tranche of the Private Placement is $800,000 (representing the maximum number of shares to be issued of 16,000,000).  The Company will accept qualifying subscriptions of $2,000 or larger.

The third tranche, of up to $900,000, will be completed upon the permits for the Company's Forécariah project having been renewed by the Government of Guinea for a period of 24 months and published in the Official Journal or if the Company completes the acquisition of an additional mineral resource project.

Proceeds from the Private Placement will be used towards the Company's general working capital and for diversification of its existing mineral projects.

All securities issued pursuant to the Private Placement will be subject to a hold period prescribed by securities law.  No finder's fees will be paid in connection with the Private Placement.  The completion of the Private Placement remains subject to certain conditions, but not limited to, receipt of all required regulatory approval.

Update on Technical Report

As previously stated in our press release dated May 1^st 2014, the Company will release its technical report and resource estimates when the Company receives the permission from its metallurgical service provider.  Due to a confidentiality agreement with the metallurgical testing company, the Company is unable to finalize the report because of its inability to release the metallurgy section publicly.  These delays are outside of the Company's control and the Company will release the technical report when it is in a position to do so.  The report is expected to provide a resource estimate for three commodities – Iron Ore, Alumina and Silica.

Renewal of the Forécariah Permits

The first renewal period of 24 months has expired on November 8th, 2014 and the Company has applied for its 2nd extension of 24 months prior to the expiration date. The Company anticipates that the renewal will be granted shortly. At each renewal, the Company has to relinquish 50% of the surface area and therefore the total surface area covered by the 2nd renewal is expected to be 525 square kilometers (km2).

Comments

Guy Duport, CEO, stated: "The change of our corporate name better reflects the Company's new strategy.  While we continue to work towards advancing the Forécariah project in Guinea, given the slow progress and the state of the iron ore market and its direct impact on West African mining companies, most regional projects have been placed on 'care and maintenance'. We are in the process of securing a stable long-term source of capital, and given the weak investment climate for natural resource projects, we are planning to find and develop advanced and attractive projects requiring modest investments in other parts of the world. Given the state of the natural resource market, we believe our opportunities to create value during this phase of the cycle are immense."

Jonathan Challis, FIMMM, is a qualified person under National Instrument 43-101, and has reviewed and is responsible for the technical contents of this news release.

Completion of the Share Consolidation, change of name and private placement remain subject to the approval of the TSX Venture Exchange.

ON BEHALF OF THE BOARD
Guy Duport
CEO

Statements in this release that are forward-looking statements are subject to various risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates and that the resource potential will be achieved on exploration projects, currency fluctuations, dependence upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk.

Readers should also refer to the specific factors disclosed under the heading "Risk Factors" in the Company's filings with Canadian securities regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not assume any obligation to update any forward-looking statements, save and except as may be required by applicable securities laws.

Neither 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.

SOURCE West African Iron Ore Corp.

Image with caption: "West African Iron Ore Corp. (CNW Group/West African Iron Ore Corp.)". Image available at: http://photos.newswire.ca/images/download/20150226_C5999_PHOTO_EN_12627.jpg

Image with caption: "Forécariah size and shape of proposed 2nd renewal is outlined in green. (CNW Group/West African Iron Ore Corp.)". Image available at: http://photos.newswire.ca/images/download/20150226_C5999_PHOTO_EN_12628.jpg