Westhaven Announces Non-Brokered Private Placement; Amends Loan Agreement
Vancouver, B.C. / TheNewswire / October 14, 2015 - Westhaven Ventures Inc. (TSX-V:WHN) is pleased to announce that it intends to complete a non-brokered private placement to raise gross proceeds of $420,000 CAD. The Company intends to issue up to 7,000,000 flow-through Units (the "FT-Units"). The FT-Units are being offered at a price of $0.06 per unit. Each FT-Unit will consist of one flow-through common share and one non-transferable, non flow-through warrant (the "NFT Warrant"). Each NFT Warrant will entitle the holder to purchase one non flow-through common share at a price of $0.08 for a period of 36 months from the closing date of the private placement.
The Company may pay finder's fees in connection with part of this private placement offering. The net proceeds will be used to fund a near-term drill program at the Shovelnose gold property, and for general work purposes. All securities issued in the Offering are subject to a four-month hold period, during which time the securities may not be traded. It is anticipated that insiders of Westhaven will participate in the private placement on the same terms and conditions as arm's length subscribers. D.Grenville Thomas, Westhaven's President and CEO, has subscribed for $50,000 of this placement. The transaction is subject to regulatory approval.
Loan Agreement Amended
Westhaven and Anglo Celtic Exploration Ltd. have amended the terms of the loan agreement originally announced on November 24th, 2014. The loan is to be increased from CAD$ 200,000 to CAD$ 400,000. Any outstanding balance on the Loan is to be fully repaid by November 19, 2016. The Company may make early repayment of the Loan at any time prior to the Maturity Date without any prepayment penalty or bonus. The Loan will accrue interest at a rate of 10% per annum, with the accrued interest to be paid at the time of the repayment of the Loan. In addition, the lender will receive a 20% bonus, payable in shares of the Company at a deemed price of $0.065 per share for a total of 1,230,769 shares, subject to receipt of regulatory approval.
Anglo Celtic is a private company owned by D.Grenville Thomas and Gareth Thomas. D.Grenville Thomas is the President and Chief Executive Officer of Westhaven Ventures and Gareth Thomas is a Director. Anglo Celtic beneficially owns, directly or indirectly, or exercises control or direction over 6,048,000 common shares of Westhaven, representing approximately 21% of the 29,206,679 issued and outstanding Common Shares of Westhaven and will acquire a further 1,230,769 common shares upon the issuance of the loan bonus for an aggregate of 7,278,769 common shares held, representing approximately 24% of the then issued and outstanding common shares of common shares of Westhaven. Together with Anglo Celtic, Grenville Thomas and Gareth Thomas beneficially own, directly or indirectly, or exercises control or direction over 10,683,000 common shares of Westhaven, representing approximately 37% of the 29,206,679 issued and outstanding Common Shares of Westhaven and upon issuance of the loan bonus will hold an aggregate of 11,913,769 common shares of Westhaven, representing approximately 39% of the then issued and outstanding common shares of Westhaven.
Anglo Celtic is controlled by directors of the Company, and is a "related party" of the Company within the meaning of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the Loan constitutes a "related party transaction" within the meaning of MI 61-101.
The proceeds of the loan will be used to advance exploration efforts and for general working capital.
On behalf of the Board of Directors
Westhaven Ventures Inc.
"Shaun Pollard"
Shaun Pollard, Director
About Westhaven Ventures Inc.
Westhaven Ventures Inc. is a Canadian based exploration company focused on the acquisition and exploration of prospective resource properties. Westhaven is focused on advancing its Shovelnose gold, Prospect Valley gold, Ben and Ben South nickel projects in British Columbia. Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN. For further information, please call 604-681-5521 or visit Westhaven's website at www.westhavenventures.com
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.
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