/NOT FOR DISTRIBUTION TO
Share Consolidation
Western Atlas has an authorized capital consisting of an unlimited number of common shares without par value, of which 117,553,398 common shares are currently issued and outstanding. On completion of the Consolidation, there will be 29,388,350 common shares of Western Atlas issued and outstanding. The number of post-consolidated common shares to be received will be rounded up to the nearest whole number for fractions of 0.5 or greater or rounded down to the nearest whole number for fractions of less than 0.5. A letter of transmittal with respect to the Consolidation will be mailed to registered holders of common shares with instructions on how to exchange existing share certificate(s) for new share certificate(s). A letter of transmittal will also be available on the Company's profile on SEDAR.
Pursuant to the provisions of the Business Corporations Act (
The Company will apply to the TSXV for approval of the Consolidation. The Company's common shares will commence trading on a post-consolidated basis on a date to be determined in consultation with the TSXV, which date will be announced in a subsequent news release once confirmed.The Company's name and trading symbols will remain unchanged.
The Private Placement
The proposed Private Placement will consist of the sale of flow-through units ("FT Units") and non-flow-through units ("NFT Units", and together with the "FT Units", the "Units") at a price of
The FT Units will consist of one flow-through common share and one-half (1/2) of one non-flow-through common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable for one additional non-flow-through common share (each, a "Warrant Share") at a price of
The NFT Units will consist of one non-flow-through common share and one Warrant, with each Warrant exercisable for one additional Warrant Share at a price of
Western Atlas may accelerate the expiry date of the Warrants after 12 months have elapsed from Closing if the common shares have a closing price on the
Finders' fees or brokers' commissions may be payable on a portion of the Private Placement in accordance with
Proceeds from sale of the FT Units shall be used by Western Atlas for the exploration and drilling at Western Atlas's Meadowbank gold project in
The Company intends to close the Private Placement concurrently with the completion of the Consolidation.
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the
The Company's common shares are listed on the
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Company's objectives, goals or future plans; the receipt of the requisite approvals with respect to the business and operations of the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward- looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in Western Atlas's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although Western Atlas believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, Western Atlas disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the
SOURCE
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