WASHINGTON, D.C. – TheNewswire – April 18, 2022 – Western Magnesium Corporation (WMC) (TSXV:WMG.V) (Frankfurt-3WM); (OTC:MLYF) (“Western Magnesium” or the “Company”) is pleased to announce that it has closed a USD$2,000,000 first tranche of a non-brokered private placement (the “Private Placement”) of unsecured convertible debentures (the "Convertible Debentures"). The Company is also intending to close a second tranche of an additional US$1,000,000 principal amount of Convertible Debentures.
The Offering
The Convertible Debentures have a term of 18 months, bears interest at an annual rate of 15%, payable quarterly, and are convertible prior to maturity into units of the Company (“Units”) at a conversion price of US$0.30 per Unit (the “Conversion Price”), with each Unit comprised of one share of Common Stock of the Company (a “Conversion Share”) and one share purchase warrant (a “Warrant”). Each Warrant is exercisable to purchase one share of Common Stock of the Company (a “Warrant Share”) at a price of USD$0.40 per Warrant Share for a period of five (5) years.
The Conversion Shares, Warrants and Warrant Shares (collectively, the “Underlying Securities”) issuable on the conversion of the Convertible Debenture issued on April 14, 2022 or the exercise of the underlying Warrants, as the case may be, are subject to a statutory hold period in Canada that expires on August 15, 2022. Neither the Convertible Debenture nor the Underlying Securities have been registered with the United States Securities and Exchange Commission (the “SEC”) and are also subject to a statutory six-month hold period under applicable United States securities laws.
The completion of the private placement and payment of fees remain subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
In the event of default under the Convertible Debenture (an “Event of Default”): (1) the Company will not file any registration statement unless all the investor’s Conversion Shares and Warrant Shares have been previously registered for resale with the SEC; (2) the Convertible Debenture will become payable at the “Mandatory Default Amount”, being the outstanding principal amount of the Convertible Debenture divided by the Conversion Price multiplied by the VWAP on the date the Mandatory Default Amount is due, or (ii) 125% of the outstanding principal amount of the Convertible Debenture.
THIS NEWS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THE OFFERING IN QUESTION HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THE SECURITIES SOLD IN SUCH OFFERING MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
About Western Magnesium
Western Magnesium’s goal is to be a low-cost producer of green, primary magnesium metal, a strategic commodity prized for its strength and light weight. Unlike outdated and costly production processes, Western Magnesium looks to use a continuous silicothermic process to produce magnesium, which significantly reduces labor and energy costs relative to current methods and processes, while being environmentally friendly.
Media Relations & Corporate Communications: Ashleigh Barry | [email protected] | (202) 258-4453
Investor Relations: John Ulmer | [email protected] | (604) 423-2709
Safe Harbor Statement
This news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results), and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the Company. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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