West Kirkland Mining Arranging for New Significant Investor to Participate in Financing

Thu Jan 31, 2013 8:37am EST

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Marketwire

West Kirkland Mining Inc.

January 31, 2013 - 08:36:44 AM

West Kirkland Mining Arranging for New Significant Investor to Participate in
Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 31, 2013) - 

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

West Kirkland Mining Inc. (TSX VENTURE:WKM) (the "Company") announces that in
connection with the recently announced private placement (the "Private
Placement") of up to 22,400,000 units (the "Units") of the Company at a price
of $0.25 per Unit to raise gross proceeds of up to $5.6 million, the Company
is arranging for certain private investment funds managed by Wexford Capital
LP (collectively, "Wexford") to subscribe for 11,325,000 Units in the Private
Placement, which would increase Wexford's aggregate holdings in the Company to
11,918,100 common shares (which comprises 19.8% of the issued and outstanding
common shares of the Company) and 11,325,000 share purchase warrants
("Warrants") following closing of the Private Placement (which Warrants are to
be issued to Wexford as part of Wexford's Units). As the full exercise of the
Warrants would increase Wexford's common shareholding in the Company to 32.5%
on a partially-diluted basis, Wexford will be restricted, under the policies
of the TSX Venture Exchange from exercising any Warrants that would result in
Wexford's common shareholding in the Company exceeding 19.9% without the
Company having obtained shareholder approval for such exercise. The Company is
to seek shareholder approval of the exercise of such Warrants at the next
Annual General Meeting of the Company.

The Company has also been informed that Newmont Canada Holdings ULC ("Newmont
Canada"), a subsidiary of Newmont Mining Corporation, is arranging to
subscribe for a total of 2,000,000 Units under the Private Placement (the
"Newmont Subscription"). Newmont Canada is a "related party" of the Company
(as such term is defined under Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions) ("MI 61-101") as Newmont
Canada currently holds securities of the Company representing approximately
13.3% of the Company's issued and outstanding common shares on a
partially-diluted basis. Assuming completion of the Private Placement and the
Newmont Subscription, Newmont Canada would end up holding approximately 14.5%
of the issued and outstanding common shares of the Company on a
partially-diluted basis.

In addition, R. Michael Jones, Director, President and CEO of the Company, is
subscribing for 300,000 Units; Frank Hallam, Director, CFO and Corporate
Secretary of the Company, is subscribing for 60,000 Units; and Michael G.
Allen, VP Exploration of the Company, is subscribing for 20,000 Units under
the Private Placement (collectively, the "Management and Director
Subscriptions"). With respect to the Newmont Subscription and the Management
and Director Subscriptions, the Company is to rely upon the exemptions from
the formal valuation and minority shareholder approval requirements of MI
61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of
the related party transaction based on the fact that the fair market value of
the related party participation in the Private Placement will not exceed 25%
of the Company's market capitalization prior to the closing of the Private
Placement.

Closing of the Private Placement is anticipated to occur as previously
announced on or before February 7, 2013 and is subject to receipt of
applicable regulatory approvals including the approval of the TSX Venture
Exchange. The Company is to file a material change report in respect of this
news release within 21 days of the expected date of closing of the Private
Placement given the agreement of the Company and the agents to close the
Private Placement on or before February 7, 2013.

The net proceeds of the Private Placement will be used for exploration
activities on the Company's properties and for general corporate purposes.

The securities described herein have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States unless registered under the Act or unless an exemption from
registration is available. The securities in the Private Placement will be
sold on a private placement basis and be subject to a four month re-sale
restriction from the date of closing.

About West Kirkland Mining

West Kirkland Mining was formed in 2010 to focus on gold exploration along
major trends in North America. The Company has consolidated significant
mineral rights positions within the major gold trends of Nevada/Utah and in
the Kirkland Lake area of Ontario - two of North America's premier gold
jurisdictions. The founders and Board of West Kirkland Mining have successful
gold discovery, development and mine operations experience in both Ontario and
Nevada over the past 40 years.

For further information, please see the Company's website at www.wkmining.com.


Forward Looking Statements

Certain of the statements and information in this press release constitute
"forward-looking statements" or "forward-looking information" within the
meaning of applicable securities law. Any statements or information that
express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as "expects",
"anticipates", "believes", "plans", "estimates", "intends", "targets",
"goals", "forecasts", "objectives", "potential" or variations thereof or
stating that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved, or the negative of any of
these terms and similar expressions) are not statements of historical fact and
may be forward-looking statements or forward-looking information.
Forward-looking statements or forward-looking information in this press
release include, without limitation, statements regarding the closing of the
Private Placement.

Forward-looking statements or forward-looking information are statements about
the future and are inherently uncertain, and actual achievements of the
Company or other future events or conditions may differ materially from those
reflected in the forward-looking statements or forward-looking information due
to a variety of risks, uncertainties and other factors, including, without
limitation, variations in market conditions, the timing of the receipt of
regulatory approvals required to complete the Private Placement and those
referred to in the Company's Annual Information Form dated as of April 18,
2012 under the heading "Risk Factors". Although the Company has attempted to
identify important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be as
anticipated, estimated, described or intended. Accordingly, readers should not
place undue reliance on forward-looking statements or forward-looking
information.

FOR FURTHER INFORMATION PLEASE CONTACT: 
West Kirkland Mining Inc.
R. Michael Jones
(604) 685-8311


West Kirkland Mining Inc.
Michael Allen
(604) 685-8311


West Kirkland Mining Inc.
Knox Henderson
(604) 685-8311
info@wkmining.com
www.wkmining.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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