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 entered into an agreement with
Raymond James Ltd. as sole underwriter (“Raymond James”) pursuant
to which Raymond James has agreed to purchase, on a “bought deal”
basis, 14,493,000 charity-flow through units (the “Charity
Flow-Through Units”) of the Company at a price of C$0.8487 per
Charity Flow-Through Unit (the “Charity Flow-Through Issue Price”),
respectively, for aggregate gross proceeds to the Company of
approximately C$12.3 million (the “Offering”).
Each Charity Flow-Through Unit will consist of
one common share of the Company (each, a “Flow-Through Unit Share”)
and one common share purchase warrant (each whole common share
purchase warrant, a “Flow-Through Unit Warrant”). Each Flow-Through
Unit Warrant will entitle the holder to acquire one common share of
the Company for an exercise price of C$0.90 per share for 36 months
from the closing date of the Offering (the “Closing Date”). The
Flow-Through Unit Shares and Flow-Through Unit Warrants will each
be issued as “flow-through shares” within the meaning of the Income
Tax Act (Canada). Upon the exercise of the Flow-Through Unit
Warrants, the underlying common share will not be issued as
“flow-through shares” within the meaning of the Income Tax Act
(Canada).
The Company has agreed to grant Raymond James an
over-allotment option to purchase up to an additional 15% of the
aggregate number of Flow-Through Units at the Charity Flow-Through
Issue Price, exercisable in whole or in part at any time for a
period ending 30 days from the closing of the Offering.
The gross proceeds pursuant to the issuance of
the Charity Flow-Through Units will be used to incur “Canadian
development expenses”, within the meaning of the Income Tax Act
(Canada), on the Company’s assets.
The Charity Flow-Through Units will be offered
under the short form base shelf prospectus (the “Base Prospectus”)
of the Company dated April 30, 2024, as supplemented by a shelf
prospectus supplement (the “Supplement”) to be prepared and filed
in each of the provinces of Canada, other than the Province of
Quebec (collectively, the “Jurisdictions”). Copies of the Base
Prospectus and the Supplement will be available on the Company’s
SEDAR+ page at www.sedarplus.ca.
The Offering is expected to close on or about
February 25, 2025 and is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals,
including the approval of the TSX-V.
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 Williams
President & Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Gwen Preston
Vice President Communications
Tel: (604) 609-6132
Email: investors@wrgold.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.
Cautionary Statement and forward-looking
information
Certain statements contained in this news
release may constitute “forward-looking information” within the
meaning of applicable securities laws. 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
closing of the Offering, the exercise of the over-allotment option,
the use of proceeds of the Offering, the expected closing date of
the Offering ; and the Company’s future objectives and plans.
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, risks
associated with mineral exploration and development activities,
environmental risks, market volatility; the state of the financial
markets for the Company’s securities; fluctuations in commodity
prices; timing and results of the cleanup and recovery at the
Madsen Mine; 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.
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