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The shelf prospectus supplement and the corresponding base shelf prospectus are accessible through SEDAR+
VANCOUVER, British Columbia, Feb. 25, 2025 (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 it has closed its previously announced public offering (the “Offering”) of 23,628,000 charity flow-through units of the Company (the “Charity Flow-Through Units”) at a price of C$0.8487 per Charity Flow-Through Unit for aggregate gross proceeds to the Company of $20,053,083.60 (the “Offering”). The Offering was led by Raymond James Ltd., as sole underwriter and bookrunner (the “Underwriter”).
Each Charity Flow-Through Unit is comprised of one common share of the Company (each, a “Flow-Through Unit Share”) and one common share purchase warrant (each whole common share purchase warrant, a “Flow-Through Unit Warrant”). Each Flow-Through Unit Warrant will entitle the holder to acquire one common share of the Company for an exercise price of C$0.90 per share for 36 months from the closing date of the Offering (the “Closing Date”). The Flow-Through Unit Shares and Flow-Through Unit Warrants will each be issued as “flow-through shares” within the meaning of the Income Tax Act (Canada). Upon the exercise of the Flow-Through Unit Warrants, the underlying common share will not be issued as “flow-through shares” within the meaning of the Income Tax Act (Canada).
The gross proceeds of the Offering will be used to incur “Canadian development expenses”, within the meaning of the Income Tax Act (Canada), on the Company’s assets.
“We were happy to welcome significant interest to this financing, which shows support for West Red Lake Gold and highlights demand from investors for companies moving into production in an excellent gold market,” said Shane Williams, President and CEO. “A strong treasury bolsters our abilities at site during ramp up, mitigates potential risks, and supports investor confidence. We look forward to providing ongoing updates from the mine, where underground development and test mining are progressing well.”
In connection with the Offering, the Company filed a prospectus supplement (the “Supplement”) dated February 20, 2025, to the Company’s short form base shelf prospectus dated April 30, 2024 (the “Shelf Prospectus”), with the securities regulatory authorities in each of the provinces of Canada (except Quebec). Copies of the Shelf Prospectus and the Supplement can be found on the Company’s profile on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the shelf prospectus supplement and the corresponding base shelf prospectus may be obtained, without charge, from the Company at Suite 3123 – 595 Burrard Street, Vancouver, British Columbia, V6X 1J1 or by email at investors@westredlakegold.com.
The Company anticipates that 23,628,000 Warrants (being the aggregate number of Warrants issued pursuant to the Offering) will be listed and commence trading on the TSX Venture Exchange (the “TSXV”) on or around Friday, February 28, 2025 under the symbol WRLG.WT.C shortly following closing. The ISIN and CUSIP numbers of the Warrants are CA95556L1765 and 95556L176 respectively. The Warrants are governed by the terms of a warrant indenture dated February 25, 2025 between the Company and Odyssey Trust Company, as warrant agent (the “Warrant Indenture”). A copy of the Warrant Indenture is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Listing of the Warrants remains subject to TSXV approval.
Pursuant to the Offering, two insiders of the Company acquired 36,200 Charity Flow-Through Units. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, in so far as the Offering involves the insiders, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of this Offering, as the Company was not aware of the level of insider participation in the Offering at such time.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT WEST RED LAKE GOLD MINES
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
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.
Forward looking information
Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws, including statement relating to the expected use of proceeds from the Offering. Forward-looking information generally can be identified by words such as “anticipate”, “expect”, “estimate”, “forecast”, “planned”, and similar expressions suggesting future outcomes or events. Forward-looking information is based on current expectations of management; however, it is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from the forward-looking information in this news release and include without limitation, statements relating to the use of proceeds from the Offering, statements relating to the listing of the Warrants and TSXV approval for the listing of the Warrants. Readers are cautioned not to place undue reliance on forward-looking information.
Forward-looking information involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking information. These risks and uncertainties include, among other things, market volatility; the state of the financial markets for the Company’s securities; fluctuations in commodity prices and changes in the Company’s business plans. Forward-looking information is based on a number of key expectations and assumptions, including without limitation, that the Company will continue with its stated business objectives and its ability to raise additional capital to proceed. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Additional information about risks and uncertainties is contained in the Company’s management’s discussion and analysis for the year ended November 30, 2023, and the Company’s annual information form for the year ended November 30, 2023, copies of which are available on SEDAR+ at www.sedarplus.ca.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management’s current beliefs and is based on information currently available to the Company. The forward-looking information is made as of the date of this news release and the Company assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
For more information on the Company, investors should review the Company’s continuous disclosure filings that are available on SEDAR+ at www.sedarplus.ca.
