Vancouver, B.C. November 28, 2023 – Walker River Resources Corp. (“Walker” or the “Company”) (TSX-V: WRR) is pleased to announce a non-brokered private placement of up to 3,333,333 units (the “Units”) of the Company at a price of $0.15 per Unit for aggregate proceeds of $500,000.00 (the “Private Placement”). Each Unit shall consist of one (1) common share (“Share”) in the capital of the Company and one (1) Share purchase warrant (“Warrant”), whereby each Warrant shall be exercisable by the warrant holder to acquire one (1) additional Share at a price of $0.20 for a period of 24 months from the closing of the Private Placement (the “Closing Date”).
The proceeds of the Private Placement will be used primarily to fund work on the Company’s mineral properties and for general working capital purposes.
In consideration of the introduction to the Company of investors in the Private Placement, finder’s fee may be paid in cash or in securities of the Company in accordance with applicable securities laws and TSX Venture Exchange policies. Completion of the Private Placement will be subject to receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange.
It is anticipated that insiders of the Company may participate in the Private Placement. Any such participation will constitute a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and the exemption from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.
The securities issued in connection with the Private Placement will be subject to a statutory four-month hold period under applicable Canadian securities laws commencing on the Closing Date.
Finally, the Company wishes to clarify the engagement of Rocks and Stocks News (“R&S”). R&S is a private entity owned and operated by Allan Barry Laboucan. He is based in Mexico where he operates an online portal for precious metal and mining stocks. It provided video distribution of interviews with the Company’s CEO, along with comments and/or opinions on its YouTube Channel.
The Company contracted R&S via a series of renewable 3-month engagements at a rate of $2500.00 monthly, payable in full at the beginning of each three-month period, starting on Nov. 18, 2022. The last period expired on Nov. 18, 2023, and was not renewed. Total compensation of $30,000 was paid to R&S. R&S did not receive shares or options as compensation. Neither Allan Barry Leboucan or R&S have any direct or indirect interest in the Company or its securities or any right or interest to acquire such an interest. R&S and the Company are unrelated and unaffiliated entities.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
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Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements in this news release relate to, among other things, closing of the Private Placement, receipt of all necessary approvals in connection therewith, and use of proceeds of the Private Placement. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, social and regulatory uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, an inability on the part of the Company to obtain TSX Venture Exchange acceptance of the Private Placement and management’s discretion to reallocate the use of proceeds. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.