West Red Lake Gold Mines Ltd. (“West Red
Lake Gold” or “WRLG” or the “Company”) (TSXV:WRLG)
(OTCQB: WRLGF) is pleased to announce the closing
of its previously announced non-brokered private placement (the
“Offering”) for gross proceeds of $7,000,000 from the sale of
10,000,000 flow-through shares (“FT Shares”) at $0.70/FT Share.
The Company intends to use the proceeds from the
Offering for the exploration and advancement of the Company’s
properties in Red Lake, Ontario.
Proceeds from the sale of Flow-Through Shares
will be used to incur “Canadian exploration expenses” as defined in
subsection 66.1(6) of the Income Tax Act and “flow through mining
expenditures” as defined in subsection 127(9) of the Income Tax
Act. Such proceeds will be renounced to the subscribers with an
effective date not later than December 31, 2023 and incurred no
later than December 31, 2024, in the aggregate amount of not less
than the total amount of gross proceeds raised from the issue of FT
Shares.
Certain Insiders of the Company purchased FT
Shares under the Offering, constituting, to that extent, a “related
party transaction” as defined under Multilateral Instrument 61-101
(“MI 61-101”). The Company has relied on the exemptions from the
formal valuation and minority shareholder approval requirements of
MI 61-101, as neither the fair market value of the securities
distributed in the Offering nor the consideration received for
those securities, in so far as the Offering involves the directors
and officers, exceeds 25% of the Company’s market capitalization.
The Offering remains subject to final approval of the TSX Venture
Exchange.
The connection with the financing, the Company
paid an aggregate cash finders fee of $216,288.45 of which
$64,800.12 was to Accilent Capital Management Inc., $55,500.06 to
Red Cloud Securities Inc., $45,840.06 to Canaccord Genuity,
$24,000.06 to Cypress Capital Management Ltd., $14,400.12 to PI
Financial Corp., $9,900.03 to Haywood Securities Inc., $1,260 to
StephenAvenue Securities Inc. and $588 to Leede Jones Gable
Inc.
The securities issued under this Offering are
subject to a four-month hold period ending on December 12, 2023.
The securities described herein have not been, and will not be,
registered under the United States Securities Act, or any state
securities laws, and accordingly may not be offered or sold within
the United States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This
press release does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
Deferred Consideration Payment to
Sprott
Further to an unsecured convertible promissory
note dated June 16, 2023 in the amount of US$6,783,932 for deferred
consideration related to the acquisition of Pure Gold Mining Inc.
(the “Obligation”) between the Company and a fund managed by Sprott
Resource Lending Corp (“Sprott”), the Company has received A
Conversion Election Notice from Sprott to convert US$1,250,838 of
the Obligations into 2,400,000 common shares in the capital of the
Company at a purchase price of C$0.70 per common share of the
Company. (Refer to news release of June 19, 2023 for more details.)
Issuance of the 2,400,000 common shares are subject to final
approval of the TSX Venture Exchange.
Investor Relations Contract with Zinger
Ventures Inc.
The Company has entered into a consulting
agreement (the “Consulting Agreement”) with Zinger Ventures Inc.
(the “Consultant”), based in Vancouver, British Columbia, pursuant
to which the Consultant will provide the Company with investor
relations services (the “Services”). The Consulting Agreement
effective June 1, 2023 has an initial term of six (6) months,
unless terminated earlier in accordance with the Consulting
Agreement, and which may be extended for ensuing one month terms by
agreement in writing between the Consultant and the Company.
The Services provided by the Consultant will
include, but not be limited to, consulting with the Company's
management concerning marketing and investor relations services,
building relationships with the Company's investors, and attending
conferences while representing the Company.
As consideration for the provision of the
Services and in accordance with the terms and provisions of the
Consulting Agreement, the Company will (i) pay the Consultant a
monthly fee of $5,000 plus GST, (ii) grant the Consultant 300,000
stock options (the “Options”), and (iii) reimburse the Consultant
for pre-approved out of pocket expenses actually and properly
incurred by the Consultant in connection with the Services. The
Options will vest in stages over a 12-month period with 75,000
Options vesting every three months following the grant date (June
26, 2023).
The Consultant and its principal, Dustin Zinger,
are arm's length from the Company and hold directly, or indirectly
17,500 common shares of the Company. The Company's engagement of
the Consultant and the issuance of the Options are subject to the
acceptance of the TSX Venture Exchange.
Marketing Agreement with Gold Standard
Media, LLC
The Company has entered into a 12-month
marketing agreement (the “Marketing Agreement”) with Gold Standard
Media, LLC (“GSM”), an internet marketing and advertising company,
for an aggregate consideration of US$500,000. GSM will provide
marketing services including email marketing campaigns, landing
pages, advertisements, and other related services to assist the
Company in raising public awareness of the Company and enhance its
online presence.
GSM is a limited liability company existing
under the laws of the State of Texas with an office at 723 W,
University Ave. #110-283 Georgetown Texas. GSM uses third party
service providers for the purpose of these marketing activities.
The Marketing Agreement is subject to TSX Venture approval.
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:
Amandip Singh, VP Corporate DevelopmentTel:
416-203-9181Email: 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.
Certain statements contained in this news
release constitute "forward-looking statements". When used in this
document, the words "anticipated", "expect", "estimated",
"forecast", "planned", and similar expressions are intended to
identify forward-looking statements or information. These
statements are based on current expectations of management,
however, they are subject to known and unknown risks, uncertainties
and other factors that may cause actual results to differ
materially from the forward-looking statements in this news
release. Readers are cautioned not to place undue reliance on these
statements. West Red Lake Gold Mines Ltd. does not undertake any
obligation to revise or update any forward- looking statements as a
result of new information, future events or otherwise after the
date hereof, except as required by securities laws.
A photo accompanying this announcement is
available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/b3ada835-b397-44ac-8d80-fdbe27b62ed0
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