TORONTO, ONTARIO--(Marketwire - July 6, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Gowest Gold Ltd. (the "Corporation") (TSX VENTURE:GWA) is pleased to announce that it has completed a second closing of its previously announced non-brokered private placement for aggregate gross proceeds of $235,000 (the "Offering"). Specifically, the Corporation issued:
(i) 2,000,000 units of the Corporation, at a price of $0.10 per unit, each unit comprised of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "FT Warrant"), with each FT Warrant being exercisable to acquire one "flow-through" common share of the Corporation (a "FT Warrant Share") at a price of $0.13 on or prior to December 31, 2013; and
(ii) 350,000 units of the Corporation, at a price of $0.10 per unit, each unit comprised of one common share and one common share purchase warrant (a "Warrant"), with each Warrant being exercisable to acquire one common share of the Corporation (on a non-"flow-through" basis) at a price of $0.13 on or prior to December 31, 2013.
The proceeds of the Offering will be used for working capital and general corporate purposes and also 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.
The FT Warrant Shares will be "flow-through shares" under the Income Tax Act (Canada), and the proceeds raised from the sale of any FT Warrant Shares upon the exercise of FT Warrants will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)) related to the exploration programs of the Corporation.
All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after date of issuance. A finder's fee of $12,000 was paid by the Corporation to a registered dealer in connection with the Offering.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
Issuance of Shares to Directors for Services
The Corporation also announces that it intends to issue, subject to TSX Venture Exchange approval, an aggregate of 95,240 common shares to non-management directors of the Corporation (23,810 common shares per director), at a deemed price of $0.105 per share, as partial payment of fees owed to such directors in respect of the quarter ended April 30, 2012. The aggregate deemed value of the common shares to be issued is $10,000. The shares are being issued in lieu of cash in order to conserve the cash resources of the Corporation.
This news release contains certain "forward looking statements". 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 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.