West Red Lake Gold Mines Ltd. (TSX-V: WRLG) (OTCQB: WRLGF) is pleased to announce that it has closed its previously announced public offering of 31,944,700 units and 11,236,000 charity-flow through units of the Company at a price of C$0.72 per Unit and C$0.89 per Charity Flow-Through Unit, respectively, for aggregate gross proceeds to the Company of C$33,000,224 million, including the full exercise of the over-allotment option. The Offering was led by Raymond James Ltd., as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters.

Each Unit is comprised of one common share of the Company  and one Common Share purchase warrant. Each Warrant entitles the holder thereof to acquire one Common Share for an exercise price of C$1.00 per share for 24 months from the closing of the Offering.

Each Charity Flow-Through Unit is comprised of one Common Share and one Warrant, issued as “flow-through shares” within the meaning of the Income Tax Act (Canada). Upon the exercise of the Warrants issued as part of the Flow-Through Units, the underlying Common Shares will not be issued as “flow-through shares” within the meaning of the Income Tax Act (Canada).

The net proceeds pursuant to the issuance of the Units 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 gross proceeds pursuant to the issuance of the Charity Flow-Through Units will be used to incur qualifying Canadian development expenses on the Company’s assets.

In connection with the Offering, the Company has filed a prospectus supplement dated May 9, 2024, to the Company’s short form base shelf prospectus dated April 30, 2024, 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 SEDAR+ at www.sedarplus.ca. The Shelf Prospectus and the Supplement contain important detailed information about the Company and the Offering. Prospective investors should read the Supplement and the Shelf Prospectus and the other documents the Company has filed on SEDAR+ at www.sedarplus.ca before making an investment decision.

Pursuant to the Offering, certain management and insiders acquired 770,000 Units in total. Their participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. 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.