WGLD Western Gold Exploration Ltd

/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS/

TSX Venture: WGLD

NORTH BERWICK, Scotland, Aug. 26, 2022 /CNW/ - WESTERN GOLD EXPLORATION LTD. (TSXV: WGLD) (the "Company") is pleased to announce that it completed its previously announced non-brokered private placement for aggregate proceeds of CAD$1,150,000 (the "Private Placement").  In connection with the Private Placement, 7,666,646 equity units of the Company ("Units") were issued at a price of CAD$0.15 per Unit.

Each Unit is comprised of one (1) common share of the Company and one-half of one (1/2) common share purchase warrant of the Company (a "Warrant"). Each whole Warrant will entitle the holder to acquire one (1) common share of the Company for a period of 12 months from the date of issuance of the Warrant, at an exercise price of CAD$0.25 per share. The securities issued in connection with the Private Placement are subject to a four-month hold period from the closing of the Private Placement, in accordance with applicable securities laws.

The net proceeds from the Private Placement will be used towards exploration drilling programs and related work on its mining properties and for general and administrative expenses.

The Company has filed its financial statements and management's discussion and analysis reports for the three- and six-month periods ending June 30, 2022 (the "Financial Statements and MD&A"). The Company's exploration spending to date towards its work commitment on the Knapdale Project, including drilling in July 2022, exceeded its first milestone work commitment of £1.5 million by July 29, 2022 pursuant to its Prospecting Agreements with Knapdale Project landowners. The second milestone work commitment under those Prospecting Agreements is £3 million (or an additional £1.5 million) by July 29, 2024.

Under the Private Placement (i) Ross McLellan, the CEO and a director of the Company, acquired 100,000 Units at a subscription price of $15,000, and (ii) Zila Corporation, an insider of the Company as a result of it holding more than 10% of the issued and outstanding common shares of the Company, acquired 1,166,670 Units at a subscription price of $175,000.50. Their participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transaction ("MI 61-101"), which has been adopted by the TSX Venture Exchange pursuant to its Policy 5.9 - Protection of Minority Security Holders in Special Transaction. These transactions are exempt from the formal valuation and minority shareholder approval requirements of such instrument and policy, pursuant to subsections 5.5(a), 5.5(b), 5.5(c), 5.7(a) and 5.7(b) of MI 61-101 as the fair market value was not more than 25% of market capitalization, the distribution of securities was for cash and the fair market value of not more than $2,500,000.

The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of such transactions and the Company wished to close on an expedited basis for sound business reasons.

The Company is a Mineral Exploration company that is listed on the TSX Venture Exchange under the symbol "WGLD". The Company is focused on the exploration of mineral properties in Western Scotland and discovering new opportunities in the Dalradian Belt, targeting historic gold-silver and copper-lead mines in the belt with the potential to develop a mineral resource. Prospects include the Stronchullin mine, Gossan Burn and Allt Dearg which are all located in the Knapdale Project area.

The Financial Statements and MD&A and additional information about the Company are available on SEDAR at www.sedar.com under the Company's profile and on the Company's website: www.westerngoldexploration.com.

This press release is not an offer of the Company's securities for sale in the United States. The Company's securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the United States. The Company's securities have not been and will not be registered under the U.S. Securities Act.

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 these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the anticipated use of proceeds of the Private Placement, timing and completion of any drilling and work programs and commitments on the Company's properties, estimates of mineralization from drilling, geological information projected from drilling results, potential for minerals and/or mineral resources, and statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to the future business activities and operating performance of the Company that may be described herein. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.

By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, accuracy of assay results, geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services, future operating costs, and the historical basis for current estimates of potential quantities and grades of target zones, as well as those risk factors discussed or referred to in the Company's Management's Discussion and Analysis for the year ended December 31, 2020, and the period ended March 31, 2022 available at www.sedar.com, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Website: www.westerngoldexploration.com

SOURCE Western Gold Exploration Ltd