WEST Red Lake GOLD Announces Upsize to Previously Announced Private Placement
WEST RED LAKE GOLD ANNOUNCES UPSIZE TO
PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
TORONTO, March 1, 2024 -- West Red Lake Gold Mines Ltd. (“West Red Lake Gold” or “WRLG” or
the “Company”) (TSXV: WRLG) (OTCQB: WRLGF), is pleased to announce that, due to strong demand,
it has agreed with Raymond James Ltd. as lead agent, on behalf of a syndicate of agents (collectively, the
“Agents”), to increase the size of its previously announced private placement of units (the “ Units”) to
US$23,000,000 (the “ Offering”) from US$20,000,000 . The Agents will have the option to sell up to an
additional 15% of the Units offered, exercisable, in whole or in part, at any time up to 48 hours prior to the
Closing Date (as defined below) to cover over-allotments, if any.
Each Unit will contain gold -linked notes in the aggregate principal amount of US$1,000 (the “ Notes”) and
710 common share purchase warrants (the “ Warrants”). Each whole Warrant will entitle the holder to
purchase one common share of the Company (collectively, the “Common Shares”) at an exercise price of
C$0.95 per share for a period of 60 months following the closing of the Offering.
The Notes will represent senior unsecured obligations of the Company. The Notes will bear a 12% per
annum coupon, calculated and payable quarterly in arrears, and will mature on December 31, 2029.
Commencing January 1, 2026, the Company will cause gold to be placed in escrow on a quarterly basis into a
gold trust account. The aggregate principal amount of Notes outstanding will be reduced by the Company on
a quarterly basis, commencing on March 31, 2026, and with the final payment on December 31, 2029, in
accordance with the payment schedule to be set forth in the indenture that will govern the Notes. The Notes
will amortize based on a guaranteed floor price of US$1,800 per ounce of gold (the “Floor Price”). Any excess
proceeds by which the gold price exceeds the Floor Price will be paid to investors as a premium.
The net proceeds of the Offering 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 Units may be offered: (i) in Canada, to “accredited investors” in each of the provinces and territories of
Canada; (ii) in the United States, to “qualified institutional buyers” (QIBs) and “accredited investors”, as
defined in Rule 144A(a)(1) a nd Rule 501(a) of Regulation D, respectively, under the United States
Securities Act of 1933, as amended (the “ U.S. Securities Act ”). The. The Units may be distributed in
jurisdictions outside of Canada and the United States in such jurisdictions as the Company and the Agents
may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar
requirements of any such jurisdiction.
All securities issued in connection with the Offering will be subject to a four-month and one day hold period
from the Closing Date. Subject to meeting minimum listing requirements, the Company will use
commercially reasonable efforts to list the Notes and Warrants following the statutory hold period. There
can be no assurance that a listing for the Notes or the Warrants will be obtained.
The Offering is expected to close on or about March 19, 2024 (the “Closing Date”), subject to customary
closing conditions, including the approval of the TSX Venture Exchange.
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 the securities in the United Sta tes or in any other jurisdiction in which such offer, solicitation or
sale would be unlawful. The securities have not been registered under the U.S. Securities Act and may not
be offered or sold in the United States absent registration or an applicable exe mption from the registration
requirements thereunder.
ABOUT WEST RED LAKE GOLD MINES LTD.
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:
Freddie Leigh
Tel: (604) 609-6132
Email: [email protected]
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.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
Certain information included in this press release constitutes forward -looking information under applicable
securities legislation including statements relating to the Company's ability to enter into a definitive
agreement with the Agents, the future price of gold, the intended use of proceeds and the expected closing
date. Forward-looking information typically contains statements with words such as “anticipate”, “believe”,
“expect”, “plan”, “intend”, “e stimate”, “propose”, “project”, “scheduled”, “will” or similar words suggesting
future outcomes or statements regarding an outlook. The forward-looking statements contained in this press
release are based on certain key expectations and assumptions made by the Company including, the
Company and the Agent being able to agree to the terms of a definitive agreement, various factors that
could affect the price of gold, Mr. Giustra’ s ability or desire to purchase Units in the Offering, the Company
having the ca sh required to make a Change of Control offer, the Company satisfying various closing
conditions on or before the proposed closing date and various market conditions that could alter the
proposed use of proceeds. Although the Company believes that the expe ctations and assumptions on
which the forward-looking statements are based are reasonable, undue reliance should not be placed on
the forward-looking statements because the Company can give no assurance that they will prove to be
correct. Since forward-looking statements address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks.
For more information on the Company, investors should review the Company’s continuous disclosure filings
that are available at www.sedarplus.ca.