Whitehorse Gold Corp. (TSXV: WHG) (“Whitehorse
Gold” or the “Company”), is pleased to announce that it has
launched a marketed offering by way of private placement of equity
securities (the “Securities”) in the capital of the Company (the
“Offering”). The Offering is expected to be comprised of a
non-flow-through portion and a flow-through portion. Any common
shares of the Company issued under the flow-through portion of the
Offering will be issued as “flow-through shares” with respect to
“Canadian exploration expenses” within the meaning of the Income
Tax Act (Canada).
Silvercorp Metals Inc. (“Silvercorp”) is
expected to participate in the Offering by purchasing that number
of Securities required to maintain its current ownership interest
in the Company on a non-diluted basis.
The number and type of Securities to be
distributed under the Offering and the price of each Security will
be determined in the context of the market. The final terms of the
Offering will be determined at the time of pricing pursuant to the
terms of an agency agreement to be entered into among the Company,
BMO Capital Markets, and Laurentian Bank Securities Inc. as lead
agents and joint bookrunners, and a syndicate of agents
(collectively, the “Agents”). There can be no assurance as to
whether or when the Offering may be completed, or as to the actual
size or terms of the Offering. The Offering is expected to close on
or about May 12, 2021 and will be subject to market and other
customary conditions.
In addition, the Company has granted the Agents
an option, exercisable at the applicable issue price up to 48 hours
prior to the closing of the Offering, to place up to an additional
15% of the number of Securities purchased pursuant to the
Offering.
The Company intends to use the net proceeds of
the Offering to support continued exploration of the Company’s
Skukum Gold Project and for general corporate and working capital
purposes.
The Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange and
any applicable securities regulatory authorities. All securities
issued in connection with the Offering will be subject to a
four-month and one day hold period in Canada.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities to be offered have not been, and will not
be registered under the United States Securities Act of 1933, as
amended, U.S. Securities Act or under any U.S. state securities
laws, and may not be offered or sold in the United States or to, or
for the account or benefit of, U.S. persons, absent registration or
an applicable exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws.
About Whitehorse Gold
Corp.Whitehorse Gold is a responsible mineral exploration
and development company focused on its 170-square-km Skukum Gold
Project located in southern Yukon, approximately 55 km
south-southwest of Whitehorse. The project hosts the advanced-stage
Skukum Creek and Goddell deposits, and the formerly producing Mt.
Skukum high-grade gold mine, all of which remain open for
expansion, plus additional untested mineralized occurrences.
Project infrastructure includes an all-weather access road, a
50-person camp, approximately 6 kms of underground development, and
a previously operating 300-tpd mill and associated infrastructure.
Operations by a previous operator at Mt. Skukum from 1986 to 1988
saw 233,400 tons of ore mined and processed to recover
approximately 79,750 ounces of gold.
On Behalf of Whitehorse Gold
Corp.signed "Kevin Weston"
Kevin Weston, CEO & Director
For further information please
contact:Steve Stakiw, Vice President - Corporate
AffairsPhone: 1-604-336-5919Email:
info@whitehorsegold.cawww.whitehorsegold.ca
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 news release.
Cautionary Note Regarding
Forward-Looking StatementsThis news release contains
forward-looking statements and forward-looking information
(collectively, "forward looking statements") within the meaning of
applicable Canadian and U.S. securities legislation. All
statements, other than statements of historical fact included in
this news release, including, without limitation, the Company’s
objectives, goals, or future plans, the completion of Offering,
Silvercorp’s participation in the Offering, the intended use of
proceeds from the Offering, the expected terms and closing date of
the Offering and other future plans, objectives or expectations of
the Company are forward-looking statements. Forward-looking
statements are often, but not always, identified by words or
phrases such as "expects", "is expected", "anticipates",
"believes", "plans", "projects", "estimates", "assumes", "intends",
"strategies", "targets", "goals", "forecasts", "objectives",
"budgets", "schedules", "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.
Forward-looking statements are based on the opinions, assumptions,
factors and estimates of management considered reasonable at the
date the statements are made. The opinions, assumptions, factors
and estimates which may prove to be incorrect, include, but are not
limited to: that market fundamentals will result in sustained
precious metals demand and prices; that there are no significant
disruptions affecting operations, including labour disruptions,
supply disruptions, power disruptions, security disruptions, damage
to or loss of equipment, whether due to flooding, political
changes, title issues, intervention by local landowners,
environmental concerns, pandemics (including COVID-19) or
otherwise; that the Company will be able to obtain and maintain
governmental approvals, permits and licenses in connection with its
current and planned operations, development and exploration
activities, including at the Skukum Gold Project; that the Company
will be able to complete the required upgrading and retrofitting of
the Skukum Gold Project infrastructure to be fit for the Company's
planned mining activities; that the Company will be able to meet
its current and future obligations; that the Company will be able
to comply with environmental, health and safety laws; that the
Company will be able to secure financing on suitable terms; and the
assumptions underlying mineral resource estimates and the
realization of such estimates.
Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
differ materially from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Such risks and other factors include, among others:
that investor interest will be sufficient to close the Offering
social and economic impacts of COVID-19; actual exploration
results; changes in project parameters as plans continue to be
refined; results of future exploration activities and resource
estimates; future metal prices; availability of capital and
financing on acceptable terms; general economic, market or business
conditions; uninsured risks; regulatory changes; defects in title;
availability of personnel, materials and equipment on a timely
basis; accidents or equipment breakdowns; delays in receiving
government and regulatory approvals (including TSX Venture Exchange
approval of the Offering); unanticipated environmental impacts on
operations and costs to remedy same; and other exploration risks or
other risks detailed herein and from time to time in the filings
made by the Company with securities regulators. All of the
Company's Canadian public disclosure filings may be accessed via
www.sedar.com and readers are urged to review these materials,
including the Technical Report. Although the Company has attempted
to identify important factors that could cause actual actions,
events or results to differ from those described in forward-looking
statements, there may be other factors that cause such actions,
events or results to differ materially from those anticipated.
There can be no assurance that forward-looking statements will
prove to be accurate and accordingly readers are cautioned not to
place undue reliance on forward-looking statements.
The Company undertakes no obligation to update
any of the forward-looking statements in this news release or
incorporated by reference herein, except as otherwise required by
law.
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