West Red Lake Gold Closes US$22,340,000 of Gold Linked Notes Offering
20 Marzo 2024 - 12:00PM
West Red Lake Gold Mines Ltd. (“West Red Lake Gold” or
“WRLG” or the “Company”) (TSXV: WRLG) (OTCQB: WRLGF), is
pleased to announce that further to its news releases of February
27, 2024 and March 1, 2024, the Company has closed US$22,340,000 of
its gold linked notes offering (the “
Offering”).
The Company issued 22,340 units (the
“Units”), at a price of US$1,000 per Unit (the
“Offering Price”) for gross proceeds of
US$22,340,000. Each Unit contains 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 entitles the
holder to purchase one common share of the Company at an exercise
price of C$0.95 per share until March 19, 2029.
Up to an additional 4,826 Units for gross
process of up to US$4,826,000, having the same terms as the Units
issued under the Offering, are expected to be issued, subject to
the approval of the TSX Venture Exchange, to insiders under the
terms of the indenture, following which a news release will be
issued.
The Notes represent senior unsecured obligations
of the Company. The Notes 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 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”).
As consideration for services provided by the Agents in connection
with the Offering, the Company agreed to pay a cash commission of
up to 6% of the aggregate gross proceeds raised from the sale of
units governed by the indenture.
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.
All securities issued in connection with the
private placement 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 Venture Exchange.
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, or if obtained, that a liquid market will develop for
either.
Certain insiders of the Company
(“insiders”) acquired Units pursuant to the
Offering and as such a portion of the Offering is considered a
related party transaction with the meaning of TSX Venture Exchange
Policy 5.9 and Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions (“MI
61-101”).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
subscribed for, nor the consideration paid for the 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.
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 States 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 exemption 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 and Chief Executive
Officer
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Freddie LeighTel: (604) 609-6132Email:
investors@westredlakegold.com
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 issuance of additional units on the same terms as the
Units issued under the Offering, the future price of gold and the
intended use of proceeds, the listing of the Notes and Warrants
following the statutory hold period. Forward-looking information
typically contains statements with words such as “anticipate”,
“believe”, “expect”, “plan”, “intend”, “estimate”, “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 various
market conditions that could alter the proposed use of proceeds
and/or the price of gold and the Company satisfying the applicable
listing requirements in order to list the Notes and the Warrants
following the statutory hold period.. Although the Company believes
that the expectations 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.
Grafico Azioni West Red Lake Gold Mines (TSXV:WRLG)
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