Source: GlobeNewswire (MIL-OSI)
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, British Columbia, June 16, 2025 (GLOBE NEWSWIRE) — Westhaven Gold Corp. (TSX-V:WHN) (“Westhaven” or the “Company”) is pleased to announce that the Company has arranged a non-brokered private placement (the “Offering”) for aggregate gross proceeds of $3,160,000 from the sale of 8,333,333 units of the Company (each, a “Unit”) at a price of $0.12 per Unit, and 12,500,000 flow-through units of the Company to be sold on a charitable flow-through basis (each, a “Charity FT Unit”, and collectively with the Units, the “Offered Securities”) at a price of $0.1728 per Charity FT Unit.
Eric Sprott and Earthlabs Inc. are expected to be the subscribers for the Units and the end purchaser of Charity FT Units, following the charitable flow through donations in the Offering.
Ken Armstrong, President and CEO of Westhaven, commented: “We are pleased to welcome Eric Sprott as a new shareholder of Westhaven, as well as the continued support of Earthlabs. This financing represents a strong endorsement of Westhaven’s approach to advance the Company’s Spences Bridge Gold Belt properties, particularly the Shovelnose gold project located adjacent to well-established transportation and power infrastructure, less than 2.5 hours by car from Vancouver in southern British Columbia. Proceeds of this private placement will allow the Company to expand our summer exploration drilling program to at least 5,000m and advance work towards realizing the potential outlined in a recently completed preliminary economic assessment of a high grade, high margin underground gold mining opportunity at the South Zone, FMN and Franz gold deposits at Shovelnose (please see news release dated March 3rd, 2025 for details).”
Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Charity FT Unit will consist of one share that will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of $0.18 at any time on or before that date which is 24 months after the closing date of the Offering.
The Company intends to use the net proceeds from the sale of the Units for working capital and general corporate purposes. The gross proceeds from the issuance of the Charity FT Units will be used for Canadian exploration expenses on the Company’s projects in British Columbia and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2026 and renounced to the subscribers with an effective date no later than December 31, 2025 in an aggregate amount not less than the gross proceeds raised from the issue of the Charity FT Units.
The private placement is expected to close on or around July 3, 2025, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange. All securities issuable in connection with the Offering will be subject to applicable resale restrictions in accordance with Canadian securities legislation and the policies of the TSX Venture Exchange.
A finder’s fee, consisting of a cash payment of $66,823 and 250,000 non-transferable broker warrants will be paid to Red Cloud Securities Inc. in respect of the private placement. Each broker warrant can be exercised to acquire one common share at a price of $0.12 for a period of 24 months post-closing.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Directors
WESTHAVEN GOLD CORP.
“Ken Armstrong”
Ken Armstrong, President and CEO
Neither the 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.
About Westhaven Gold Corp.
Westhaven is a gold-focused exploration and development company targeting low sulphidation, high-grade, epithermal style gold mineralization within the Spences Bridge Gold Belt in southern British Columbia. Westhaven controls ~61,512 hectares (~615 square kilometres) within four gold properties spread along this underexplored belt. The Shovelnose Gold project is the most advance property, with a recently updated 2025 Preliminary Economic Assessment that validates the Project’s potential as a robust, low cost and high margin 11-year underground gold mining opportunity with average annual life-of-mine gold production of 56,000 ounces and having a Cdn$454 million after-tax NPV6% and 43.2% IRR (base case parameters of US$2,400 per ounce gold, US$28 per ounce silver and CDN/US$ exchange rate of $0.72). Initial capital costs are projected to be Cdn$184 million with a payback period of 2.1 years. Please see Westhaven’s news release dated March 3, 2025 for details of the updated PEA. Shovelnose is situated off a major highway, near power, rail, large producing mines, pipelines and within commuting distance from the city of Merritt, which result in lower cost exploration and development.
Qualified Person: The technical and scientific information in this news release has been reviewed and approved by Peter Fischl, P.Geo, who is a Qualified Person for the Company under the definitions established by National Instrument 43-101 Standards of Disclosure for Mineral Projects.
Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN. For further information, please call 604-681-5558 or visit Westhaven’s website at www.westhavengold.com.
Forward Looking Statements:
This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, and without limitation: that the Offering may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the Company will not be able to raise sufficient funds to complete its planned exploration program; that the Company will not derive the expected benefits from its current program; the Company may not use the proceeds of the Offering as currently contemplated; the Company may fail to find a commercially viable deposit at any of its mineral properties; the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties; mineral exploration and development are inherently risky industries; the mineral exploration industry is intensely competitive; additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company; fluctuations in the demand for gold or gold prices generally; the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business; the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted; the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned; the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company; the volatility of global capital markets over the past several years has generally made the raising of capital more difficult; inflationary cost pressures may escalate the Company’s operating costs; compliance with environmental regulations can be costly; social and environmental activism can negatively impact exploration, development and mining activities; the success of the Company is largely dependent on the performance of its directors and officers; the Company’s operations may be adversely affected by First Nations land claims; the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business; the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company; the Company’s future profitability may depend upon the world market prices of gold; dilution from future equity financing could negatively impact holders of the Company’s securities; failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business; the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company; the Company is subject to various risks associated with climate change, the Company is subject to general global risks arising from epidemic diseases, the ongoing conflicts in Ukraine and the Middle East, rising inflation and interest rates and the impact they will have on the Company’s operations, supply chains, ability to access mining projects or procure equipment, supplies, contractors and other personnel on a timely basis or at all is uncertain; as well as other risk factors in the Company’s other public filings available at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. The Company undertakes no duty to update any of the forward-looking information to conform such information to actual results or to changes in the Company’s expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this offering document is expressly qualified by this cautionary statement.
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