West Red Lake Gold Closes Second Tranche of Gold Linked Notes Offering - Seite 2

Deferred Consideration Payment to Sprott

Further to an unsecured convertible promissory note dated December 14, 2023 in the amount of US$2,901,631 (the “Obligation”), representing deferred consideration owed by the Company to a fund managed by Sprott Resource Lending Corp (“Sprott”) related to the acquisition of Pure Gold Mining Inc., the Company and Sprott have agreed to amend the Obligation to provide for the conversion of the US$2,901,631 owed under the Obligation into 2,901.631 units (the “Debt Conversion Units”) having the same terms as the Offering Units.

MI 61-101 and TSX-V Disclosure

Certain insiders of the Company (“insiders”) acquired Offering Units and as such the Second Tranche is considered a related party transaction with the meaning of TSX Venture Exchange (“TSX-V”) Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Since Sprott is an insider, the amendment of the Obligation also constitutes a related party transaction. The Company is relying upon the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired, nor the consideration paid for such securities, exceeds 25 per cent of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the Offering and the parties wished to close on an expedited basis for business reasons.

Issuance of the Offering Units and Debt Conversion Units is subject to final approval of the TSX-V, and all securities issued in connection with the Offering and under the amended Obligation will be subject to a four-month and one day statutory hold period in accordance with applicable securities laws and the policies of the TSX-V.

The first tranche of the Offering was completed pursuant to an agency agreement entered into between the Company and a syndicate of agents led by Raymond James Ltd. (the “Agents”). The Company has agreed to pay to the Agents a cash fee of US$57,720 in respect of the Units issued under the Second Tranche and US$29,016 in respect of the issuance of the Debt Conversion Units.

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.