Dlv Resources Ltd. and WEST Red Lake GOLD Mines Inc. Announce Binding Agreement FOR Business Combination
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DLV RESOURCES LTD.
SUITE 3123 - 595 BURRARD STREET
VANCOUVER, BC V7X 1J1
Tel: 604-609-6110
WEST RED LAKE GOLD MINES INC.
SUITE 200 – 82 RICHMOND STREET EAST
TORONTO, ON M5C 1P1
Tel: 416-203-9181
DLV RESOURCES LTD. AND WEST RED LAKE GOLD MINES INC. ANNOUNCE
BINDING AGREEMENT FOR BUSINESS COMBINATION
August 16, 2022
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES OR TO A U.S. PERSON
Vancouver, British Columbia – DLV Resources Ltd. (“DLV”) (TSXV: DLV.H) and West Red Lake Gold
Mines Inc. (“RLG”)(CSE: RLG) are pleased to announce that they have entered into an arm’s length binding
agreement (the “Agreement ”) pursuant to which DLV has agreed to acquire all of the issued and outstanding
common shares of RLG in consideration for the issuance of 0.1215 of a DLV common share for each RLG
common share acquired (the “Transaction”). Upon closing of the Transaction, it is intended that DLV will be
listed on Tier 2 of the TSX Venture Exchange as a Mining Issuer and that the RLG common shares will be de-
listed from the CSE.
DLV has agreed to assist RLG with sourcing purchasers for a financing of flow-through shares at a price of
$0.0475 per share for gros s proceeds of up to $4,600,000 (the “Financing”). Completion of the Tr ansaction is
conditional upon the Financing being completed on or before August 31, 2022.
Pursuant to the Transaction, the RLG shareholders will receive 0.1215 of a DLV common share for each RLG
common share held. Holders of convertible securities of RL G will receive convertible securities of DLV as
adjusted by the exchange ratio. It is expected that on completion of the Transaction, DLV will have
approximately 51,986,723 common shares outstanding, of which 23,652,342, or 45.5% will be held by current
RLG shareholders, 16,568,066, or 31.87 % will be held by existing DLV shareholders (including 1,700,000
finders shares to be issued by DLV in connection with the Transaction), and 11,766,315, or 22.63% will be held
by subscribers to the Financing.
The Transaction is subject to customary closing conditions, including regulatory approvals, receipt of required
approvals from the shareholders of RLG, to be obtained at a meeting of RLG and the entering into of a
definitive business combination agreement by August 31, 2022. The parties have agreed that upon closing of
the Transaction the Board of Directors of DLV will be reconstituted to consist of two nominees of DLV, two
nominees of RLG and one nominee to be jointly agreed upon.
RLG is a Toronto- based mineral s exploration company focused on gold exploration and development in the
prolific Red Lake Gold District of Northwest Ontario, Canada. The West Red Lake Project property of RLG
totals 3100 hectares, contains three former gold mines, and consists of 145 con tiguous patented, leased, and
staked mining claims located 16 km west northwest of the town of Red Lake, Ontario, Canada. The Mount
Jamie Mine and Red Summit Mine properties are 100% owned by RLG and the Rowan Mine property is held in
a 69% - 31% joint venture with Evolution Mining Limited. The West Red Lake Project property covers a 12 km
strike length along the Pipestone Bay St Paul Deformation Zone and RLG is continuing to explore the property
both along strike and to depth.
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The Rowan Mine Gold Deposi t consists of several, near vertical, gold zones within a 1,800 m portion of the
east-west trending Pipestone Bay St Paul Deformation Zone and hosts a gold resource (NI 43 -101 Rowan Mine
Mineral Resource: 4,468,900 tonnes graded 7.57 gpt Au for 1,087,700 i nferred oz of Au from the Technical
Report and Resource Estimate on the West Red Lake Project dated February 16, 2016 authored by John C.
Archibald, B.Sc., P.Geo., Peter Bevan, P.Eng., and John Kita, P.Eng.).
The technical information regarding the Rowan Mine Property has been reviewed and approved on behalf of
RLG by Kenneth Guy, P.Geo., a “Qualified Person” as defined under National Instrument 43-101.
The above-mentioned resource estimate is a ‘historical estimate’ (as defined in National Instrument 43-101) for
DLV’s purposes, and DLV has not undertaken any independent investigation of the resource estimate and
cannot comment on the relevance or reliability of the historical estimate. DLV has not done sufficient work to
classify the historical estimate as current mineral resources and is not treating the historical estimate as current
mineral resources.
ON BEHALF OF DLV RESOURCES LTD.
“Geir Liland”
Geir Liland,
Chief Executive Officer
For further information, please contact:
Jasvir Kaloti
CFO & Corporate Secretary
Tel: (604) 609-6110
ON BEHALF OF WEST RED LAKE GOLD
MINES LTD.
“John Kontak”
John Kontak
President
For further information, please contact:
John Kontak
President
Tel: (416) 203-9181
Neither the TSX Venture Exchang e 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 Canadian Securities Exchange has neither approved nor disapproved the contents of this news 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 material ly 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 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.