Scarborough, Western Australia (FSCwire) - West African Resources Limited
(ASX, TSX-V: WAF or the “Company” or “West African”) is pleased to announce that it has entered into an agreement with Sprott
Capital Partners to act as lead underwriter (the “Lead Underwriter”), on its own behalf and, if applicable, on behalf of a
syndicate of underwriters (collectively with the Lead Underwriter, the “Underwriters”), pursuant to which the Underwriters have
agreed to purchase for resale, on a bought deal private placement basis, 46,875,000 ordinary shares (the “Shares”) of West
African at a price of C$0.32 per Share for gross proceeds to West African of C$15,000,000. The Underwriters, in
consultation and agreement with the Company, will have the option, up to the closing date, to increase the offering and to
acquire up to an additional 7,031,250 Shares for additional gross proceeds of C$2,250,000 (the “Underwriters’ Option”). If the
Underwriters’ Option is exercised in full, the total gross proceeds to West African will be C$17,250,000.
The Offering will take place by way of a private placement to accredited investors in such provinces of Canada as
the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made on a private
placement basis. All securities issued under the Offering will be subject to a four month hold period from the date of
issue in accordance with applicable securities laws in Canada, and potentially additional restrictions under the laws of other
jurisdictions in which the Offering may be made. Closing of the Offering is subject to satisfaction of certain conditions
including receipt of applicable regulatory approvals including approval of the TSXV.
In connection with the Offering, the Underwriters will be entitled to a cash fee in an amount equal to 6.0% of the
gross proceeds of the Offering, to be paid at closing. As additional consideration, the Company will grant to the Underwriters
non-transferable share purchase warrants (the “Broker Warrants”) entitling the Underwriters to purchase that number of Shares as
is equal to 2.0% of the aggregate number of Shares sold in the Offering. Subject to regulatory approval, each Broker
Warrant will be exercisable to acquire one Share at a price equal to $0.32 for a period of 24 months after the closing of the
Offering.
The gross proceeds received by the Company from the sale of the Shares are intended to be used to advance the
Sanbrado Gold Project, Burkina Faso. This includes on-going exploration drilling on the property, advancement of an updated
resource study, revised feasibility study as well as for general corporate and working capital purposes.
The Offering is scheduled to close on July 19, 2017 or such other date or dates as the Company and the Lead
Underwriter may agree.
ON BEHALF OF THE BOARD OF DIRECTORS,
Richard Hyde, Managing Director
West African Resources Limited.
Forward Looking Information
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.
This release contains “forward-looking information” within the meaning of applicable Canadian and Australian
securities legislation. All statements in this news release, other than statements of historical fact, that address events or
developments that West African expects to occur, are “forward-looking statements”. Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the words “expects”, “does not expect”, “plans”,
“anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”,
“budget” and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur.
Specific forward-looking statements and forward-looking information includes statements regarding completing a bought deal
private placement for gross proceeds of $15.0 million and that the Company intends to use the proceeds from the sale of the
Shares to advance owned Sanbrado Gold Project.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors
which could cause actual events or results to differ from those expressed or implied by the forward-looking information,
including, without limitation: inherent exploration hazards and risks; risks related to exploration and development of natural
resource properties; uncertainty in West African’s ability to obtain funding; gold price fluctuations; recent market events and
conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in
economic estimation; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks
related to their business being subject to environmental laws and regulations; risks related to their mineral properties being
subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from
larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations
under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their
directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests.
This list is not exhaustive of the factors that may affect West African’s forward-looking information. Should one or more of
these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those described in the forward-looking information or statements. The underwriters may also terminate their commitment in
certain circumstances in accordance with the terms of an underwriting agreement.
West African’s forward-looking information is based on the reasonable beliefs, expectations and opinions of their
respective management on the date the statements are made and West African does not assume any obligation to update forward
looking information if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the
reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion with
respect to West African and risks associated with forward-looking information and forward-looking statements, please refer to
West African’s financial statements and related MD&A, all of which are filed on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of
the securities in the United States of America. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/WAfricanJune222017.pdf
Source: West African Resources Ltd (TSX Venture:WAF)
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