West Red Lake Gold Mines Ltd. (“West Red Lake Gold” or
“WRLG” or the “Company”) (TSXV: WRLG) (OTCQB: WRLGF) is
pleased to announce that it has closed its previously announced
public offering (the “
Offering”) of 31,944,700
units (the “
Units”) and 11,236,000 charity-flow
through units (the “
Charity Flow-Through Units”)
of the Company at a price of C$0.72 per Unit (the “
Unit
Issue Price”) and C$0.89 per Charity Flow-Through Unit
(the “
Charity Flow-Through Issue Price”),
respectively, for aggregate gross proceeds to the Company of
C$33,000,224 million, including the full exercise of the
over-allotment option. The Offering was led by Raymond James Ltd.,
as lead underwriter and sole bookrunner, on behalf of a syndicate
of underwriters (collectively, the
“
Underwriters”).
Each Unit is comprised of one common share of
the Company (a “Common Share”) and one Common
Share purchase warrant, (a “Warrant”). Each
Warrant entitles the holder thereof to acquire one Common Share for
an exercise price of C$1.00 per share for 24 months from the
closing of the Offering.
Each Charity Flow-Through Unit is comprised of
one Common Share (a “Flow-Through Unit Share”) and
one Warrant, issued as “flow-through shares” within the meaning of
the Income Tax Act (Canada). Upon the exercise of the Warrants
issued as part of the Flow-Through Units, the underlying Common
Shares will not be issued as “flow-through shares” within the
meaning of the Income Tax Act (Canada).
The net proceeds pursuant to the issuance of the
Units are expected to be used to continue to advance the
development of a restart plan for the Madsen Gold Mine as well as
for working capital and general corporate purposes. The gross
proceeds pursuant to the issuance of the Charity Flow-Through Units
will be used to incur qualifying Canadian development expenses on
the Company’s assets.
In connection with the Offering, the Company has
filed a prospectus supplement (the “Supplement”)
dated May 9, 2024, to the Company’s short form base shelf
prospectus dated April 30, 2024 (the “Shelf
Prospectus”), with the securities regulatory authorities
in each of the provinces of Canada (except Quebec). Copies of the
Shelf Prospectus and the Supplement can be found on SEDAR+ at
www.sedarplus.ca. The Shelf Prospectus and the Supplement contain
important detailed information about the Company and the Offering.
Prospective investors should read the Supplement and the Shelf
Prospectus and the other documents the Company has filed on SEDAR+
at www.sedarplus.ca before making an investment decision.
Pursuant to the Offering, certain management and
insiders acquired 770,000 Units in total. Their participation is
considered to be a “related party transaction” as defined under
Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-
101”). The transaction is exempt from the formal valuation
and minority shareholder approval requirements of MI 61-101 by
virtue of the exemptions contained in Section 5.5(a) and Section
5.7(1)(a) of MI 61-101 as neither the fair market value of the
securities to be distributed in the Offering nor the consideration
to be received for those securities, in so far as the Offering
involves the insiders, exceeds 25% of the Company’s market
capitalization. The Company did not file a material change report
in respect of the related party transaction at least 21 days before
the closing of this Offering, as the Company was not aware of the
level of insider participation in the Offering at such time.
The securities 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 U.S.
state securities laws, and may not be offered or sold in the United
States without registration under the U.S. Securities Act and all
applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About West Red Lake Gold Mines
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.
“Shane Williams”
Shane WilliamsPresident & Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Freddie Leigh
Tel: (604) 609-6132
Email: investors@westredlakegold.com 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.
Forward looking information
Certain statements contained in this news
release may constitute “forward-looking information” within the
meaning of applicable securities laws, including statement relating
to the expected use of proceeds from the Offering. Forward-looking
information generally can be identified by words such as
“anticipate”, “expect”, “estimate”, “forecast”, “planned”, and
similar expressions suggesting future outcomes or events.
Forward-looking information is based on current expectations of
management; however, it is subject to known and unknown risks,
uncertainties and other factors that may cause actual results to
differ materially from the forward-looking information in this news
release and include without limitation, statements relating to the
use of proceeds from the Offering. Readers are cautioned not to
place undue reliance on forward-looking information.
Forward-looking information involve numerous
risks and uncertainties and actual results might differ materially
from results suggested in any forward-looking information. These
risks and uncertainties include, among other things, market
volatility; the state of the financial markets for the Company’s
securities; fluctuations in commodity prices and changes in the
Company’s business plans. Forward-looking information is based on a
number of key expectations and assumptions, including without
limitation, that the Company will continue with its stated business
objectives and its ability to raise additional capital to proceed.
Although management of the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Accordingly,
readers should not place undue reliance on forward-looking
information. Readers are cautioned that reliance on such
information may not be appropriate for other purposes. Additional
information about risks and uncertainties is contained in the
Company’s management’s discussion and analysis for the year ended
November 30, 2023, and the Company’s annual information form for
the year ended November 30, 2023, copies of which are available on
SEDAR+ at www.sedarplus.ca.
The forward-looking information contained herein
is expressly qualified in its entirety by this cautionary
statement. Forward-looking information reflects management’s
current beliefs and is based on information currently available to
the Company. The forward-looking information is made as of the date
of this news release and the Company assumes no obligation to
update or revise such information to reflect new events or
circumstances, except as may be required by applicable law.
For more information on the Company, investors
should review the Company’s continuous disclosure filings that are
available on SEDAR+ at www.sedarplus.ca.
West Red Lake Gold Mines (TSXV:WRLG)
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