West High Yield to sell 3 properties for $750M (U.S.)

Oct 5, 2017

2017-10-05 11:48 ET – News Release

Mr. Frank Marasco reports

WEST HIGH YIELD REACHES AGREEMENT TO SELL MINING ASSETS FOR $750 MILLION USD

West High Yield (W.H.Y.) Resources Ltd. has signed a definitive arm’s-length purchase and sale agreement to sell 100 per cent of its right, title and interest in its Record Ridge South, Midnight and O.K. mineral properties to Gryphon Enterprises LLC, a company based in Maryland, United States, for a purchase price of $750-million (U.S.).

The agreement includes representations and warranties to each party customary in a transaction of this nature and is subject to a number of conditions including, without limitation, the following: (i) on or before the closing date, the company shall have entered into a take and pay agreement(s) in the form and on terms and conditions acceptable to the purchaser, acting reasonably; and (ii) all director, shareholder, securities and regulatory approvals and acceptances (as required) and all third party consents (as required) having been obtained including, without limitation, the approval of the TSX Venture Exchange. In addition, the purchaser has agreed to provide the company with the sum of $500,000 (U.S.) within 30 days from the date of execution of the agreement as a good faith, non-refundable deposit. The deposit shall be credited towards the full payment of the purchase price and, in the interim, shall be used by the seller to reimburse the seller for any and all legal fees and other reasonable expenses incurred by the seller in respect of the transactions contemplated herein. If the transaction is not completed for any reason whatsoever, the deposit shall be retained by the seller as a reasonable and genuine estimate of all damages that will have been suffered by the seller as a result of closing not occurring due to the purchaser’s default.

The company is expected to call an annual and special meeting of its shareholders in December, 2017, where the shareholders will be asked to approve the proposed purchase and sale of the assets and any other matters related to the proposed transaction. The information circular to be mailed to the shareholders will contain more detailed information in respect of the proposed transaction. A full copy of the agreement will be available for review on the company’s website and on SEDAR.

The closing of the purchase and sale of the assets is expected to occur on or before the date that is 90 days from the date a take and pay agreement(s) is entered into by the company in the form and on terms and conditions acceptable to the purchaser. After completion of the transaction, it is expected that the company will distribute the vast majority of the proceeds from the purchase and sale to the company’s shareholders while at the same time exploring other business opportunities.

Frank Marasco, president and chief executive officer of the company, stated: “The proposed transaction is great for our shareholders who have been supportive and patient in this very long and arduous process. As we move forward and recognize how important our environment is to our children and grandchildren, we are pleased to see the development of the greenest element in the world. Magnesium will support many aspects of our lives including, medical, agriculture, batteries, construction, auto and aero industry and many more applications. Thank you for all your support.”

About West High Yield (W.H.Y.) Resources Ltd.

West High Yield is a publicly traded junior mining exploration company focused on the acquisition, exploration and development of mineral resource properties in Canada with a primary objective to locate and develop economic gold, nickel and magnesium properties.

Reader Advisory

Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all. The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Investors are cautioned that, except as disclosed in the information circular to be prepared in connection with the company’s annual and special meeting or as otherwise disclosed in the agreement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

We seek Safe Harbor.

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