November 28, 2023
Vancouver, British Columbia – West Red Lake Gold Mines Ltd. (“West Red Lake” or the “Company”) (TSXV: WRLG) is pleased to announce that, further to its news releases dated November 6, 2023 and November 7, 2023, the Company has closed its brokered private placement offering (the “Offering”) of 29,000,000 units of the Company (each, a “Unit”) at a price of $0.52 per Unit (the “Offering Price”) for gross proceeds of $15,080,000, which includes the exercise in full of the Agents’ option.
The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into by the Company, Canaccord Genuity Corp. (“Canaccord“) and Eight Capital (together with Canaccord, the “Agents”).
Each Unit is comprised of one common share of the Company (each, a “Common Share“) and one common share purchase warrant of the Company (each, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.68, subject to adjustment in certain events, until November 28, 2026.
The net proceeds received from the Offering will be used to advance the Company’s mineral properties in Ontario, as well as for working capital and general corporate purposes.
Certain insiders of the Company acquired Units pursuant to the Offering and as such a portion of the Offering is considered a related party transaction with the meaning of TSX Venture Exchange (“TSXV”) Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).The Company is relying upon the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the shares subscribed for, nor the consideration paid for the shares, exceeds 25 per cent of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Offering and the parties wished to close on an expedited basis for business reasons.
As consideration for services provided by the Agents in connection with the Offering, the Company: (i) paid a cash commission in the amount of $675,376; and (ii) issued an aggregate of 1,298,800 non-transferrable broker warrants (the “Broker Warrants“). Each Broker Warrant is exercisable to acquire one common share at the Offering Price until November 28, 2025. The Company also paid a cash finders fee in the amount of approximately $12,542 to RedPlug Inc.
All securities issued in connection with the Offering are subject to a four month and one day statutory hold period after the date of issuance, expiring on March 29, 2024. The Offering remains subject to the final approval of the TSXV.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Units, Common Shares or Warrants in the United States. The Units, Common Shares or Warrants have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
ABOUT WEST RED LAKE GOLD MINES LTD.
West Red Lake Gold Mines Ltd. is a mineral exploration company that is publicly traded and focused on advancing and developing its flagship Madsen Gold Mine and the associated 47 km2 highly prospective land package in the Red Lake district of Ontario. The highly productive Red Lake Gold District of Northwest Ontario, Canada has yielded over 30 million ounces of gold from high-grade zones and hosts some of the world’s richest gold deposits. WRLG also holds the wholly owned Rowan Property in Red Lake, with an expansive property position covering 31 km2 including three past producing gold mines – Rowan, Mount Jamie, and Red Summit.
ON BEHALF OF WEST RED LAKE GOLD MINES LTD.
President & Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Amandip Singh, VP Corporate Development
or visit the Company’s website at https://www.westredlakegold.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. The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “scheduled”, “will” or similar words suggesting future outcomes or statements regarding an outlook. The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These and other risks are set out in more detail in the Company’s Management’s Discussion and Analysis for the year ended November 30, 2022.
The forward-looking information contained in this press release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.
For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedarplus.ca.