TORONTO, ONTARIO--(Marketwire - Nov. 29, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Gowest Gold Ltd. ("Gowest" or the "Corporation") (TSX VENTURE:GWA)(OTCBB:GWSAF) announces that it has engaged Mackie Research Capital Corporation (the "Agent"), as its exclusive agent, in connection with a proposed private placement (the "Offering"), on a "best efforts" basis, of:
- up to 13,637,000 units of the Corporation (the "Units"), at a price of $0.11 per Unit, for gross proceeds to the Corporation of up to approximately $1,500,000. Each Unit will be comprised of one common share of the Corporation and one-half of one common share purchase warrant, with each whole warrant being exercisable to acquire one common share of the Corporation at a price of $0.14 for a period of 24 months following the closing date of the Offering; and
- up to 12,500,000 "flow-through" units of the Corporation (the "FT Units"), at a price of $0.12 per FT Unit, for gross proceeds to the Corporation of up to $1,500,000. Each FT Unit will be comprised of one "flow-through" common share and one-half of one common share purchase warrant, with each whole warrant being exercisable to acquire one common share of the Corporation at a price of $0.14 for a period of 24 months following the closing date of the Offering.
In connection with the Offering, the Corporation has granted the Agent an option, exercisable in whole or in part prior to the closing of the Offering, to arrange for the purchase of up to 2,045,500 additional Units and up to 1,875,000 additional FT Units on the same terms and conditions as under the Offering, for additional gross proceeds to the Corporation of up to approximately $450,000. Assuming the full exercise of the option, the total gross proceeds of the Offering will be approximately $3,450,000.
The net proceeds of the Offering will be used for the exploration and development of the Corporation's mineral properties in Ontario, including the Corporation's Frankfield East gold deposit in the Timmins gold camp, and for general corporate purposes. The common shares partially comprising the FT Units will be "flow-through shares" under the Income Tax Act (Canada) and the proceeds derived therefrom will be used for "Canadian exploration expenses" (within the meaning of the Income Tax Act (Canada)) in connection with the mineral exploration programs of the Corporation.
Upon the closing of the Offering, the Agent will receive a cash commission equal to 7% of the gross proceeds of the Offering and compensation options exercisable to acquire that number of Units equal to 7% of the aggregate number of Units and FT Units (collectively) sold under the Offering, at a price of $0.11 per Unit, for a period of 24 months following the closing date of the Offering. If the aggregate gross proceeds of the Offering are equal to or greater than $3,000,000, the Agent will further be entitled to a cash success fee of $25,000.
Closing of the Offering is expected to occur on or about December 14, 2012 and is subject to the receipt to all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The securities issued in connection with the Offering will be subject to a hold period expiring four months and one day from the closing date of the Offering.
The securities being offered have not, nor will they be, registered under the United States Securities Act of 1933, as amended, 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, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities in the United States.
Gowest is a Canadian gold exploration and development company focused on the delineation and development of its 100% owned Frankfield East gold deposit. Gowest is exploring additional gold targets on the Frankfield land package and continuing to evaluate acquisition targets in the vicinity of the Frankfield project area, part of the prolific Timmins, Ontario gold camp.
This news release contains certain "forward-looking statements" including statements relating to the completion of a proposed offering and sale of securities of the Corporation and the proposed use of the proceeds derived therefrom. Such forward-looking statements involve risks and uncertainties. The results or events depicted in these forward-looking statements may differ materially from actual results or events. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS RELEASE.