West Red Lake Gold Mines Ltd. (TSX-V: 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 Company issued 22,340 units at a price of US$1,000 per Unit for gross proceeds of US$22,340,000. Each Unit contains gold-linked notes in the aggregate principal amount of US$1,000 and 710 common share purchase 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. 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. 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 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.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.