Restriction May Constitute a Violation of United States Securities Laws
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
www.westerngoldexploration.com
TSX Venture: WGLD
WESTERN GOLD COMPLETES $1.15 MILLION PRIVATE PLACEMENT AND
FILES SECOND QUARTER 2022 FINANCIAL STATEMENTS AND MD&A
For Immediate Release
North Berwick, Scotland 26 August 2022
WESTERN GOLD EXPLORATION LTD. (TSX Venture – WGLD) (the “Company”) is pleased to announce that
it completed its previously announced non-brokered private placement for aggregate proceeds of
CAD$1,150,000 (the “Private Placement”). In connection with the Private Placement, 7,666,646 equity
units of the Company (“Units”) were issued at a price of CAD$0.15 per Unit.
Each Unit is comprised of one (1) common share of the Company and one-half of one (1/2) common share
purchase warrant of the Company (a “Warrant”). Each whole Warrant will entitle the holder to acquire
one (1) common share of the Company for a period of 12 months from the date of issuance of the Warrant,
at an exercise price of CAD$0.25 per share. The securities issued in connection with the Private Placement
are subject to a four-month hold period from the closing of the Private Placement, in accordance with
applicable securities laws.
The net proceeds from the Private Placement will be used towards exploration drilling programs and
related work on its mining properties and for general and administrative expenses.
Q2 2022 Financial Statements and MD&A
The Company has filed its financial statements and management’s discussion and analysis reports for the
three- and six-month periods ending June 30, 2022 (the “ Financial Statements and MD&A ”). The
Company’s exploration spending to date towards its work commitment on the Knapdale Project, including
drilling in July 2022, exceeded its first milestone work commitment of £1.5 million by July 29, 2022
pursuant to its Prospecting Agreements with Knapdale Project landowners. The second milestone work
commitment under those Prospecting Agreements is £3 million (or an additional £1.5 million) by July 29,
2024.
Related Party Disclosure
Under the Private Placement (i) Ross McLellan, the CEO and a director of the Company, acquired 100,000
Units at a subscription price of $15,000, and (ii) Zila Corporation, an insider of the Company as a result of
it holding more than 10% of the issued and outstanding common shares of the Company, acquired
1,166,670 Units at a subscription price of $175,000.50. Their participation in the Private Placement
constitutes a "related party transaction" as defined in Multilateral Instrument 61- 101 – Protection of
Minority Security Holders in Special Transaction (" MI 61-101 "), which has been adopted by the TSX
Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction.
These transactions are exempt from the formal valuation and minority shareholder approval
requirements of such instrument and policy, pursuant to subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and
5.7(b) of MI 61-101 as the fair market value was not more than 25% of market capitalization, the
distribution of securities was for cash and the fair market value of not more than $2,500,000.
The Company did not file a material change report more than 21 days before the expected closing of the
Private Placement because the details of the participation therein by related parties of the Company were
not settled until shortly prior to closing of such transactions and the Company wished to close on an
expedited basis for sound business reasons.
About Western Gold Exploration
The Company is a Mineral Exploration company that is listed on the TSX Venture Exchange under the
symbol “WGLD”. The Company is focused on the exploration of mineral properties in Western Scotland
and discovering new opportunities in the Dalradian Belt, targeting historic gold-silver and copper-lead
mines in the belt with the potential to develop a mineral resource. Prospects include the Stronchullin
mine, Gossan Burn and Allt Dearg which are all located in the Knapdale Project area.
The Financial Statements and MD&A and additional information about the Company are available on
SEDAR at www.sedar.com under the Company’s profile and on the Company’s website:
www.westerngoldexploration.com.
For further information, please contact:
Ross McLellan, CEO
Phone: +44 7779 161441
Email: [email protected]
Website: www.westerngoldexploration.com
This press release is not an offer of the Company’s securities for sale in the United States. The Company’s
securities may not be offered or sold in the United States absent registration or an available exemption
from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”) and applicable U.S. state securities laws. The Company will not make any public offering of its
securities in the United States. The Company’s securities have not been and will not be registered under
the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS : This news release includes
certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with respect to the anticipated use of proceeds of
the Private Placement, timing and completion of any drilling and work programs and commitments on the
Company’s properties, estimates of mineralization from drilling, geological information projected from
drilling results, potential for minerals and/or mineral resources, and statements regarding the plans,
intentions, beliefs, and current expectations of the Company with respect to the future business activities
and operating performance of the Company that may be described herein. Forward-looking statements
consist of statements that are not purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such information can generally be identified by the use of
forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and
“continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance
on forward-looking statements, as there can be no assurance that the plans, intentions or expectations
upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks
and uncertainties, both general and specific, that contribute to the possibility that the predictions,
estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions,
risks and uncertainties include, among other things, the state of the economy in general and capital
markets in particular, accuracy of assay results, geological interpretations from drilling results, timing and
amount of capital expenditures; performance of available laboratory and other related services, future
operating costs, and the historical basis for current estimates of potential quantities and grades of target
zones, as well as those risk factors discussed or referred to in the Company's Management's Discussion
and Analysis for the year ended December 31, 2020, and the period ended March 31, 2022 available at
www.sedar.com, many of which are beyond the control of the Company. Forward-looking statements
contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press
release. Except as required by law, the Company disclaims any intention and assumes no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or
statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.