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 01, 2024 (GLOBE NEWSWIRE) -- 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) and 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.