Mr. Shane Williams reports

WEST RED LAKE GOLD CLOSES SECOND TRANCHE OF GOLD LINKED NOTES OFFERING

Further to its news releases of Feb. 27, 2024, March 1, 2024, and March 20, 2024, West Red Lake Gold Mines Ltd. has closed a second and final tranche of its private placement of gold-linked notes, bringing the total value of notes issued to $27,165,631 (U.S.) (after issuance of the debt conversion units described herein).

The company issued an additional 1,924 units under the second tranche at a price of $1,000 (U.S.) per offering unit, for gross proceeds of $1,924,000 (U.S.). Each offering unit contains notes in the aggregate principal amount of $1,000 (U.S.) 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 95 cents per share until March 19, 2029.

The notes represent unsecured obligations of the company, bear a 12-per-cent-per-annum coupon, calculated and payable quarterly in arrears, and will mature on Dec. 31, 2029. Commencing Jan. 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 Dec. 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 $1,800 (U.S.) 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 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.

Subject to meeting minimum listing requirements, the company will use commercially reasonable efforts to list the notes and warrants issued pursuant to the offering and underlying the debt conversion units described as follows, 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.

Deferred consideration payment to Sprott

Further to an unsecured convertible promissory note dated Dec. 14, 2023, in the amount of $2,901,631 (U.S.) (the obligation), representing deferred consideration owed by the company to a fund managed by Sprott Resource Lending Corp. related to the acquisition of Pure Gold Mining Inc., the company and Sprott have agreed to amend the obligation to provide for the conversion of the $2,901,631 (U.S.) owed under the obligation into 2,901.631 units having the same terms as the offering units.

Multilateral Instrument 61-101 and TSX Venture Exchange disclosure

Certain insiders of the company acquired offering units and as such the second tranche is considered a related party transaction with the meaning of TSX-V Policy 5.9 and MI 61-101, Protection of Minority Security Holders in Special Transactions. Since Sprott is an insider, the amendment of the obligation also constitutes a related party transaction. 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 acquired nor the consideration paid for such 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.

Issuance of the offering units and debt conversion units is subject to final approval of the TSX-V, and all securities issued in connection with the offering and under the amended obligation 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-V.

The first tranche of 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 company has agreed to pay to the agents a cash fee of $57,720 (U.S.) in respect of the units issued under the second tranche and $29,016 (U.S.) in respect of the issuance of the debt conversion units.

About West Red Lake Gold Mines Ltd.

West Red Lake Gold Mines is a mineral exploration company that is publicly traded and focused on advancing and developing its flagship Madsen gold mine and the associated 47-square-kilometre highly prospective land package in the Red Lake district of Ontario. The highly productive Red Lake gold district of Northwestern Ontario, Canada, has yielded over 30 million ounces of gold from high-grade zones and hosts some of the world's richest gold deposits. West Red Lake Gold Mines also holds the wholly owned Rowan property in Red Lake, with an expansive property position covering 31 square kilometres, including three past-producing gold mines -- Rowan, Mount Jamie and Red Summit.

We seek Safe Harbor.