West Red Lake Gold Mines Ltd. (TSXV: WRLG) announced that, further to its news releases dated November 6, 2023 and November 7, 2023, the Company has closed its brokered private placement offering (the “Offering”) of 29,000,000 units of the Company (each, a “Unit”) at a price of $0.52 per Unit (the “Offering Price”) for gross proceeds of $15,080,000, which includes the exercise in full of the Agents’ option.
This is a 50% increase over the original contemplated placement of C$10 million.
The Offering was conducted pursuant to the terms and conditions of an agency agreement entered into by the Company, Canaccord Genuity Corp. (“Canaccord”) and Eight Capital (together with Canaccord, the “Agents”).
Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one common share purchase warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.68, subject to adjustment in certain events, until November 28, 2026.
The net proceeds received from the Offering will be used to advance the Company’s mineral properties in Ontario, as well as for working capital and general corporate purposes.
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 (“TSXV”) 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 shares subscribed for, nor the consideration paid for the shares, 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.
As consideration for services provided by the Agents in connection with the Offering, the Company: (i) paid a cash commission in the amount of $675,376; and (ii) issued an aggregate of 1,298,800 non-transferrable broker warrants (the “Broker Warrants”).
Each Broker Warrant is exercisable to acquire one common share at the Offering Price until November 28, 2025. The Company also paid a cash finders fee in the amount of approximately $12,542 to RedPlug Inc.
All securities issued in connection with the Offering are subject to a four month and one day statutory hold period after the date of issuance, expiring on March 29, 2024. The Offering remains subject to the final approval of the TSXV.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Units, Common Shares or Warrants in the United States. The Units, Common Shares or Warrants have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
