WRLG West Red Lake Gold Mines Ltd

West Red Lake Gold Mines Ltd. (“West Red Lake Gold” or the “Company”) (TSXV: WRLG) (OTCQB: WRLGF) is pleased to announce that on December 31, 2024 it entered into a completed credit agreement (the “Loan Agreement”) with Nebari Natural Resources Credit Fund II LP (“Nebari”) pursuant to which the Company will borrow up to a maximum principal amount of US$35 million (the “Credit Facility”) to be issued in three tranches of : (i) US$15 million (“Tranche 1”), (ii) US $15 million (“Tranche 2”), and (iii) US$5 million (“Tranche 3” and together with Tranche 1 and Tranche 2, the “Tranches” and each a “Tranche”). Tranche 1 was drawn down on December 31, 2024.

The Credit Facility was first announced on October 17, 2024, when the Company and Nebari had entered into a non-binding term sheet. West Red Lake Gold and Nebari have worked closely over the last 2.5 months through a detailed due diligence process that investigated all aspects of West Red Lake Gold and the Madsen Mine project.

“Closing this transaction with Nebari is a major de-risking step and gives West Red Lake access to up to USD$35M of non-dilutive capital, at highly favorable repayment terms which offers us solid operational flexibility going forward and allows the Company to sustain the momentum as we push to restart the Madsen project. I would like to thank Nebari for working with us to realize the opportunity in the high-grade gold, infrastructure, permits, and upside potential at Madsen. With this Credit Facility in place, West Red Lake Gold is well funded to restart the Madsen Mine in 2025.”

Richard Gaze, Managing Director of Nebari, commented: “Nebari is excited to partner with West Red Lake Gold to support the restart of the Madsen project. We have high confidence in the dedication and professionalism of the West Red Lake Gold team and look forward to the successful restart of commercial gold production at Madsen.”

The proceeds from the Credit Facility will be used for: 1) completing the remaining capital costs to restart the Madsen Mine, and 2) other corporate, exploration and working capital expenses.

Repayment of 50% of principal outstanding via fixed straight-line amortization commences on the 15th month following the draw-down of Tranche 1. The remaining 50% of borrowed funds are due on the maturity date. The Credit Facility may be repaid prior to maturity at any time subject to the additional payment of a make-whole threshold.

Interest will accrue on the advanced outstanding principal amount of the loan based on a floating rate per annum equal to the sum of: (i) the three-month term SOFR reference rate administered by CME Loan Party Benchmark Administration Limited (CBA) (the “Term SOFR”), as determined on the first date of each calendar month; and (ii) 8.0% per annum, provided that, if the Term SOFR is less than 4.0%, it shall be deemed to be 4.0%.

In addition, the Company is paying to Nebari an administration fee of $30,000 per annum and an arrangement fee in the amount of 1.5% of the funded amount for each Tranche, further details set out in the Loan Agreement.

No finder’s fees are payable in connection with the Credit Facility.

The maturity date of the Credit Facility will be the date that is 42 months following the closing of Tranche 1. Nebari is at arms-length to the Company and currently owns no securities of the Company.

The Company will issue on the closing of each Tranche a number of non-transferable common share purchase warrants (the “Loan Bonus Warrants”) equal to:

1. Tranche 1: The Company has issued 5,867,376 Loan Bonus Warrants at an exercise price of CAD$ 0.73 (using a USD/CAD exchange rate of 1.436) per common share, which will expire on the date that is 42 months from the date of issuance. The Loan Bonus Warrants are subject to a statutory hold period of four months and one day under applicable securities laws; and
2. Tranches 2 and 3: for each, the Canadian equivalent of 20% of the loan amount being drawn in respect of each Tranche divided by a Canadian dollar amount equal to a 30% premium to the lower of: (A) the lowest 20-day VWAP of the Company’s share price prior to: (i) the date which the Company issues its request for the advance in respect of each Tranche ; (ii) the date of the first public announcement regarding the Company’s intention to draw the loan each Tranche; and (iii) the closing date of the advance of each Tranche, and (B) the common share price of the most recent equity raise, subject to compliance with TSXV policies.

Each Loan Bonus Warrant will entitle the holder to purchase one common share of the Company until the date that is 42 months following the closing of Tranche 1 with such term subject to a pro-rata reduction if the funded amount is prepaid in whole or in part, then a pro rata number of the total Loan Bonus Warrants issued in relation to such Tranche will have their term reduced to the later of one year from the date of issuance of the Warrants and 30 days from the reduction, in accordance with TSXV policies. The Lender will receive cash compensation for any pro-rata reduction.

The Loan is also guaranteed by the Company’s wholly-owned subsidiaries, West Red Lake Gold Mines (Ontario) Ltd. and Red Lake Madsen Mine Ltd. (collectively, the “Guarantors”). The Guarantors and the Company have entered into security arrangements with the Lender while also initially securing the Loan by way of: (i) a pledge of 100% of all shares of the Guarantors (the “Share Pledges”); and (ii) a registered, perfected first priority senior security interest in, lien on and pledge of all intercorporate debt between the Company and the Guarantors.

With this Credit Facility in place, West Red Lake Gold will continue its detailed mine ramp up schedule, which in the coming months includes:

• Test mining to generate bulk samples pulled from four stopes within two resource areas, batch stockpiled.
• Continued increase in daily development meterage.
• Starting up of the mill late in the first quarter and processing the bulk sample in a batch campaign, enabling reconciliation between expected and actual grades.
• Production mining and milling ramp up starting in Q2 2025.

ABOUT WEST RED LAKE GOLD MINESWest 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 WilliamsPresident & Chief Executive Officer

FOR FURTHER INFORMATION, PLEASE CONTACT:Gwen PrestonVice President CommunicationsTel: (604) 609-6132Email: investors@wrlgold.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.

CAUTIONARY STATEMENT AND FORWARD-LOOKING INFORMATIONCertain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws. 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 Company’s intended use of proceeds from the Credit Facility; final approval of the Loan Bonus Warrants by the TSXV, plans for the potential restart of mining operations at the Madsen Mine, the potential of the Madsen Mine; any untapped growth potential in the Madsen deposit or Rowan deposit; and the Company’s future objectives and plans. 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; timing and results of the cleanup and recovery at the Madsen Mine; 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.

A photo accompanying this announcement is available at:https://www.globenewswire.com/NewsRoom/AttachmentNg/86cadfcd-b2db-4339-8fee-1b7ad08e598e