Completion Of Acquisition Of West Kirkland Mining Inc. And Concurrent Private Placement Financing
VANCOUVER - Anthem Ventures Capital Corp. (TSX-V: AVE.P) (the “Company” or “Anthem”) is pleased to announce that it has completed its acquisition of all of the issued and outstanding shares of West Kirkland Mining Inc. (“WKM”) pursuant to an acquisition agreement dated March 24, 2010 (the “Acquisition Agreement”) with WKM and the shareholders of WKM (the “Acquisition”). The Acquisition and related transactions constituted the Company’s Qualifying Transaction under the policies of TSX Venture Exchange (“TSXV”). As a result of the completion of the Acquisition and related transactions, the Company will cease to be a capital pool company, and its common shares will resume trading on TSXV as a ‘Tier 2 Mining Issuer’ effective at market open on Monday May 31, 2010 under the new stock symbol ‘WKM’. The Company’s name will be officially changed to “West Kirkland Mining Inc.” shortly after trading resumes and the stock symbol will remain WKM. R. Michael Jones, the new Chief Executive Officer of the Company and President of West Kirkland Mining said "We are looking forward to drilling in two of the premier gold trends in North America. We expect to add to our executive and technical team very quickly and follow our successful exploration formula".
ACQUISITION OF WKM
Pursuant to the Acquisition, the Company acquired all of the issued and outstanding common shares of WKM from the shareholders of WKM on a one for one share exchange basis. An aggregate of 5,790,000 common shares of the Company were issued in exchange for the 5,790,000 issued and outstanding common shares of WKM.
The Transaction was an “Arm’s Length Transaction” within the meaning of TSXV policies and did not require shareholder approval.
WKM is a private British Columbia company that has acquired a portfolio of mineral exploration properties located in Nevada and Ontario since its incorporation in November 2009. These property interests include an option to earn up to a 75% undivided interest in Mexivada Mining Corp.’s Goldstorm gold exploration property located in Nevada and seven blocks of property optioned or staked in the West Kirkland Lake area of Ontario. Additional information regarding the business and assets of WKM, which are now the business and assets of the Company, is set forth in the Company’s Filing Statement dated March 31, 2010 and press release dated May 21, 2010, both of which are available on SEDAR.
In conjunction with the completion of the Acquisition, the Company completed a brokered private placement financing for gross proceeds of $6,000,000 involving the issuance of 12,000,000 common shares at a price of $0.50 per share (the “Financing”). PI Financial Corp. (“PI”) acted as agent for the Financing. In consideration for the services provided by PI and its sub-agents in connection with the Financing, the Company paid a commission comprised of $204,750 in cash and 304,500 common shares and issued compensation options entitling the holders to acquire up to an aggregate of 714,000 common shares at a price of $0.75 per share for a period of 12 months from closing of the Financing.
The securities issued under the financing will be subject to a four month hold period from the date of closing under applicable securities laws and TSXV policies.
CHANGES TO BOARD OF DIRECTORS AND MANAGEMENT
In conjunction with the completion of the Acquisition, the Company restructured its board of directors and management. Martin Carsky and David Ferguson have resigned as directors of the Company and R. Michael Jones, Frank R. Hallam and Pierre Lebel have been appointed as directors of the Company. The board of directors is now comprised of four members with Messrs. Jones, Hallam and Lebel joining Eric Carlson, who remains a director of the Company. With respect to the Company’s officers, Mr. Carlson has resigned as President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company. Mr. Jones has been appointed Chief Executive Officer and Mr. Hallam has been appointed Chief Financial Officer and Corporate Secretary.
For further information, please call:
Anthem Ventures Capital Corp.
R. Michael Jones (604) 899-5450
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.
Disclaimer for Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding proposed exploration activities. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the market for gold or other minerals that may be produced generally, recent market volatility; variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's Filing Statement dated March 31, 2010 for a more complete discussion of such risk factors and their potential effects, a copy of which may be accessed through the Company’s page on SEDAR at www.sedar.com.