A$10M IN FUNDING TO ADVANCE STORM COPPER Equity raising include...

A$10M IN FUNDING TO ADVANCE STORM COPPER Equity raising include s Canadian ‘flow-through’ shares to be issued at a 22.5% premium to market•American West secures a total of A$10 million in new funding to significantly bolster the resource and exploration program at the Storm Copper Project, Canada•A$6. 977 million raised utilising the Flow-Through Shares (FTS) provisions under Canadian tax law•FTS shares will be placed at A$0.1471 per share, representing a 22.5% premium to American West’s closing price of A$0.12 per share on 16 February 202 4 and a 40% premium to a concurrent institutional placement of shares at price of of A$0.105•Concurrent with the FTS placement the Company is undertaking a placement to institutional and sophisticated investors to raise a further A$3.024 mil lion at A$0.105 per share •Expanded exploration program scheduled to commence at Storm next month with a focus on resource growth and the testing of large-scale copper targetsAmerican West Metals Ltd (ASX: AW1) (“AW1”, “American West” or “the Company” is pleased to announce that it has received firm commitments to raise A$10 million via a combination of a Flow-Through Shares (FTS) placement under the Income Tax (Canada) (FTS Placement) and a placement of fully paid ordinary shares (Institutional Placement) pursuant to s708(8) of the Corporations Act (Cth) 2001 . Dave O’Neill, American West Managing Director said: “We are extremely pleased to successfully execute this significant capital raising which includes shares issued at a substantial premium to AW1’s last closing price.“The raise was heavily oversubscribed by investors in Australia and globally – in recognition of the high quality of the Storm Project and the tremendous valuation upside it offers. “The proceeds from the capital raising further strengthen the Company’s balance sheet and allow us to expand the work program at Storm, which will commence during March. “Major milestones are planned for 2024 including an upgrade of the Storm Resource and thecompletion of metallurgical processing and economic studies – which we believe will add significant value to American West.”
(ASX:AW1)2Use of Funds – Advancing StormAmerican West will continue to unlock the outstanding potential at Storm – a Project which we believe is emerg ing as a globally significant copper district with an expedited pathway to a potential low-cost , high -margin mining operation. Funds raised from the FTS Placement will be specifically used for exploration and resource activities at the Storm Copper Project, including:-Expansion of the known resources (the current JORC Code 2012 compliant Indicated and Inferred Mineral Resource Estimate for Storm contains17.5Mt @ 1.2% Cu, 3.4g/t Ag). -Resource definition at the Thunder, Lightning Ridge, The Gap and other high -grade copper Prospects. -Exploration and target delineation within the Storm and regional areas, including the Blizzard, Tornado and Tempest Prospects. Funds raised under the Institutional Placement will further strengthen the Company’s balance sheet and will be use d to complete study, development and Utah exploration activities, including:-Development and permitting activities at the Storm Project. -Permitting studies at the West Desert Project. -Follow -up e xploration activities at the Copper Warrior Project. Flow Through Placement Raises A$6. 97 7 Million at a PremiumAmerican West has received firm commitments under the FTS Placement to raise C$6,000,000 (A$6, 977, 848 )2 (before costs) through the issue of 47,468,355 ordinary shares (New FTS Shares). The New FTS Shares will be issued at a price of C$0.1264 (A$0.147) per share which represents: •a 22.5% premium to the closing price of American West Shares on 16 February 2024, the trading day immediately prior to launch of the FTS Placement. •a 40% premium to the concurrent Institutional Placement. The FTS Placement is facilitated by Canadian flow-through share dealer, PearTree Securities Inc. (PearTree), pursuant to a subscription and renunciation agreement with the Company. PearTree will not receive any fees or commissions from the Company for its role in respect of the FTS Placement.Pursuant to the Canadian FTS regime, tax incentives are provided to eligible investors in the FTS Placement for expenditures of American West which qualify as flow through critical mineral mining expenditures under the Income Tax Act (Canada). The “Flow-Through Share” is a defined term in the Income Tax Act (Canada) and is not a special class of share under corporate law.Secondary Sale RM Capital Pty Ltd (RMCapital), Ord Minnett Limited (Ord Minnett) and Bell Potter Securities Limited (Bell Potter) (the JLMs) have offered to acquire all of the New FTS Shares from clients of PearTree pursuant to a block-trade arrangement at a price of A$0.1 05 per share (Bl ock Trade Price)
(ASX:AW1)3The JLMs will facilitate the secondary sale of the New FTS Shares to institutional and sophisticated investors at the Block Trade Price. The F TS Shares will cease to be ‘flow -through shares’ on completion of the FTS Placement and investors acquiring any New FTS Shares as part of the secondary sale will not have rights to tax benefits under the FTS regime.A transaction specific prospectus prepared in accordance with section 713 of the Corporations Act 2001 (Cth) will be issued in connection with the FTS Placement to facilitate secondary trading of the New FTS Shares. Institutional Placement Raises an Additional A$3.024 Millio n American West, through the JLMs, has also received firm commitments under the Insti tutional Placement to raise A$ 3,024 ,000 (before costs) through the issue of 28 ,800,000 ordinary shares at an issue price of A$0.105 per share, respresenting the same price as the Block Trade Price. These shares will be placed with institutional and sophisticated investors pursuant to s708(8) of the Corporations Act (Cth) 2001. Directors Dave O’Neill and Daniel Lougher (or their nominees) also intend to participate in the Placement. The issue of Shares to the Directors will be subject to the receipt of shareholder approval at the Company’s upcoming general meeting.
Placement CapacityFor the FTS Placement, 3,839,916 Shares will be issued using the Company’s Listing Rule 7.1 placement capacity and 43,628,439 shares will be issued using the Company’s Listing Rule 7.1A placement capacity. The New FTS Shares will rank equally with the Company’s existing shares on issue.Settlement of the secondary sale of the New FTS Shares is scheduled to occur on 29 February 202 4. The shares issued under the Institutional Placement will be issued under the Company’s existing placement capacity under ASX Listing Rule 7.1, and w ill rank equally with the Company’s existing shares on issue.Settlement of the Institutional Placement is also scheduled to occur on 29 February 202 4. Joint Lead Manager s RM C apital , Ord Minnett and Bell Potter acted as Joint L ead Manager s to the Institutional Placementas well as to the secondary sale of the New FTS Shares. A management fee of 2% and a placement fee of 4% are payable to the JLMs in regard to the amount raised under the Institutional Placement and on the value of the secondary sale of New FTS Shares, respectively. The JLMs will also be allotted 6,000,000 options in AW1 exercisable at A$0.25 on or before 30 September 2027.