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CALGARY, ALBERTA (June 9, 2025) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV:WHY) (FSE: W0H) announces the receipt of proceeds from the exercise of certain warrants (the “Warrants“) of the Company.

Two holders of Warrants (the “Warrantholders“) exercised an aggregate of 280,000 Warrants resulting in the issuance of 280,000 common shares of the Company (each, a “Warrant Share“). The specific Warrants held and exercised by the Warrantholders were exercisable at a price of CAD$0.30 per Warrant Share, resulting in gross proceeds to the Company in the amount of CAD$84,000.00 upon such exercise. The Warrants exercised by the Warrantholders were issued to the Warrantholders, among others, as part of a private placement offering of the Company that closed on November 14, 2024.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its world- class Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO2 emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary Telephone: (403) 829-2246 Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.

1411-9992-4503, v. 3

 

CALGARY, ALBERTA (June 3, 2025) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV:WHY)(FSE: W0H) is pleased to announce that its board of directors approved and authorized the grant and issuance of a total of 50,000 stock options (each an “Option” and collectively, the “Options“) effective June 3, 2025.

All of the Options were issued to a consultant of the Company. One (1) Option entitles the holder thereof to purchase one (1) common share of the Company (each a “Share” and collectively, the “Shares“). All of the Options vest on their date of grant and have a term of ten (10) years from their date of grant. The exercise price of the Options was set at CAD$0.48 per Share, which was the closing trading price of the Shares on the TSX Venture Exchange (the “TSXV“) on the day immediately preceding their date of grant.

The grant of the Options is subject to the approval of the TSXV.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its world- class Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO2 emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary Telephone: (403) 829-2246 Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.

1383-8658-6391, v. 2

 

CALGARY, ALBERTA (June 2, 2025) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV:WHY)(FSE: W0H) announces announces the receipt of proceeds from the exercise of certain warrants (the “Warrants“) of the Company.

One holder of Warrants (the “Warrantholder“) exercised 50,000 Warrants resulting in the issuance of 50,000 common shares of the Company (each, a “Warrant Share“). The specific Warrants held and exercised by the Warrantholder were exercisable at a price of CAD$0.30 per Warrant Share, resulting in gross proceeds to the Company in the amount of CAD$15,000 upon such exercise. The Warrants exercised by the Warrantholder were issued to the Warrantholder, among others, as part of a private placement offering of the Company that closed on November 9, 2024.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its world- class Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary Telephone: (403) 829-2246 Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.

 

CALGARY, ALBERTA (May 28, 2025) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV: WHY) (FSE: W0H) is pleased to acknowledge the receipt of the Environmental Assessment Office (EAO) Draft Minister’s Designation Report (the “Draft Report“) for the Record Ridge industrial minerals mine project (the “Project“) near Rossland, British Columbia.

The Draft Report concludes that the Project does not require designation under the Environmental Assessment Act (British Columbia), as its potential environmental effects are being appropriately addressed through existing regulatory processes, including the Mines Act and Environmental Management Act (British Columbia).

The British Columbia Environmental Assessment Office has invited feedback from stakeholders by June 4, 2025, before finalizing the Draft Report into a final report and submitting it to the appropriate Minister. West High Yield has submitted its response in support of the draft findings. View the Company’s Response Letter.

The Company believes the Draft Report reflects a clear and accurate understanding of the Project’s scope, impacts, and the thorough review it has already undergone. The Project has already been subject to a robust evaluation by the British Columbia Mine Development Review Committee led by the British Columbia Ministry of Mining and Critical Minerals, with input from provincial agencies, Indigenous Nations, and local governments.

A cornerstone of the Project is West High Yield’s strong partnership with the Osoyoos Indian Band, which has independently assessed the Project and formally expressed its support. The Company has also provided regulators with detailed supporting environmental data, with a particular focus on grassland ecosystems and the extant Mountain Holly Fern, and is currently finalizing a comprehensive Vegetation Management Plan.

West High Yield remains committed to responsible development and continued collaboration with Indigenous partners, regulators, and stakeholders as the Project advances toward final permitting.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its world-class Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

 

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer

Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary

Telephone: (403) 829-2246

Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.

CALGARY, ALBERTA (March 25, 2025) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV:WHY) announces that, further to its news releases dated February 20, 2025 and March 10, 2025, it is closing the final tranche (the “Closing“) of its previously announced private placement offering (the “Offering“) of units (the “Units“).

The Closing

The Closing consisted of the issuance 1,737,899 Units for gross proceeds of $399,717.00. The Units were issued at a price of $0.23 per Unit, with each Unit consisting of one (1) Common share of the Company (each, a “Common Share“) and one (1) Common Share purchase warrant (each, a “Warrant“). Each Warrant, together with CAD$0.35, entitles the holder thereof to acquire one (1) additional Common Share for twelve (12) months from the date of the Closing. All securities comprising the Units issued on the Closing will be subject to a trading hold period expiring four months plus one day from the date of issuance.

The Offering

After completion of the Closing, the Company confirms that it issued a total of 4,669,290 Units for total gross proceeds of $1,073,937.33 under the Offering. Each Unit consisted of one (1) Common Share and one (1) Warrant. Each Warrant, together with CAD$0.35, entitles the holder thereof to acquire one (1) additional Common Share for twelve (12) months from the date of each closing under the Offering. All securities comprising the Units issued on the Offering are subject to a trading hold period expiring four months plus one day from the date of issuance.

The oversubscription, which is in accordance with the pricing requirements under Policy 4.1 – Private Placements of the TSX Venture Exchange (the “TSXV“), among other items such as the acceptance and final approval of the Offering, remain subject to approval by the TSXV, which the Company has submitted for as of the date of this news release.

The proceeds from the Closing have been and will be used by the Company to conclude its permitting process, cover essential operations and for general working capital purposes and expenses.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer

Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary

Telephone: (403) 829-2246

Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

CALGARY, ALBERTA (November 22, 2024) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV:WHY)(FSE: W0H) announces announces the receipt of proceeds from the exercise of certain stock options (the “Options“) of the Company.

One holder of options (the “Optionholder“) exercised an aggregate of 100,000 Options resulting in the issuance of 100,000 common shares of the Company (each, an “Option Share“). The Options were exercisable at a price of CAD$0.15 per Option Share. The Options exercised by the Optionholder were issued to the Optionholder, among others, as part of an option grant of the Company on November 27, 2019.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer

Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary

Telephone: (403) 829-2246

Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

CALGARY, ALBERTA (November 14, 2024) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV:WHY) announces that, further to its news releases dated August 29, 2024, September 26, 2024, October 9, 2024 and October 11, 2024, it is closing the final tranche (the “Closing“) of its previously announced private placement offering (the “Offering“) of units (the “Units“). The Company also announces that, further to its news release dated October 9, 2024, it has completed its previously announced shares-for-debt transactions (the “Shares for Debt Transactions“) to settle CAD$320,000 in outstanding debt (collectively, the “Debt“) owed to with three (3) non-arm’s length lenders (the “NAL Creditors“) and one (1) arm’s length lender of the Company (collectively, the “Creditors“).

The Closing

The Closing consisted of the issuance 3,660,935 Units for gross proceeds of CAD$732,187. The Units were issued at a price of CAD$0.20 per Unit, and each Unit consists of one (1) common share of the Company (each, a “Common Share“) and one (1) Common Share purchase warrant (each, a “Warrant“). Each Warrant, together with CAD$0.30, entitles the holder thereof to acquire one (1) additional Common Share for twelve (12) months from the date of the Closing. All securities comprising the Units issued on the Closing are subject to a trading hold period expiring four months plus one day from the date of issuance. In connection with the Closing, the Company issued 10,000 non‑transferable share purchase warrants (the “Broker Warrants“) to one (1) arm’s length broker (the “Broker“), equal to 2% of the number of Units issued under the Closing to subscribers introduced by the Broker, and paid the Broker a cash commission of $2,000.00 (the “Broker Commssion“), equal to 2% of the aggregate proceeds from the number of Units issued under the Offerings to subscribers introduced by the Broker. The Broker Warrants have identical terms to the Warrants.

The Offering

After completion of the Closing, the Company confirms that it issued a total of 5,690,935 Units for total gross proceeds of $1,138,187.00 under the Offering. Each Unit consisted of one (1) Common Share and one (1) Warrant. Each Warrant, together with CAD$0.30, entitles the holder thereof to acquire one (1) additional Common Share for twelve (12) months from the date of each closing under the Offering. The only compensation provided to brokers under the Offering were the Broker Warrants and Broker Commission noted above pertaining to the final Closing. The Company had initially announced the Offering would consist of the issuance of up to 3,750,000 Units for gross proceeds of up to $750,000.00. The oversubscription, among other items such as the acceptance and final approval of the Offering, remain subject to approval by the TSX Venture Exchange (the “TSXV“) which the Company has submitted for as of the date of this news release.

The proceeds from the Offering have been and will be used to conclude the Company’s permitting process, covering essential operations, general working capital purposes and expenses, and for supporting the Company’s planned drilling program for the water monitoring holes at its Record Ridge magnesium deposit, as required by the British Columbia Ministry of Energy, Mines and Low Carbon Innovation.

The Shares for Debt Transactions

Following receipt of final acceptance from the TSXV for the Shares for Debt Transactions, the Company issued 1,600,000 Common Shares (the “Settlement Shares“) at a deemed issuance price of CAD$0.20 per Settlement Share in full and final satisfaction of the Debt. The Settlement Shares were issued in reliance on certain prospectus exemptions available under Canadian securities legislation and are subject to a trading hold period expiring four months plus one day from the date of issuance.

No new “control person” of the Company was created pursuant to the Shares for Debt Transactions, and no new “insiders” of the Company were created by virtue of holding over 10% of the Company’s issued and outstanding Common Shares upon completion of the Shares for Debt Transactions.

As was announced in the Company’s news release dated October 9, the Shares for Debt Transactions for the NAL Creditors are considered non-arm’s length transactions. The issuance of the Settlement Shares to the NAL Creditors constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company was exempt from the MI 61-101 valuation and minority shareholder approval requirements for related party transactions in connection with the Shares for Debt Transactions for the NAL Creditors under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the NAL Creditors, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer

Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary

Telephone: (403) 829-2246

Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

 

CALGARY, ALBERTA (October 10, 2024) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV: WHY) is pleased to announce that it has received its most updated written work plan timelines (link to the timelines) from the British Columbia Ministry of Energy, Mines and Low Carbon Innovation (the “EMLI“) regarding the Company’s mineral extraction project (the “Project“) pertaining to the Record Ridge Industrial Minerals Mine (the “RRIMM“) permit process. While the EMLI indicated that these dates could be subject to adjustments, the Company is optimistic that the process is on track for a potential permit issuance by early December, 2024.

The Company remains committed to addressing any further requests or comments promptly stemming from the review by the British Columbia Mine Development Review Committee (the “MDRC“) of its latest RRIMM amended permit submission. West High Yield continues to work closely with the Project stakeholders and regulatory authorities to ensure that the process proceeds efficiently.

The Company provides this as a reminder that the revised Project does not trigger the British Columbia Environmental Assessment Act Reviewable Project Regulations and therefore does not require an environmental assessment prior to obtaining permits for the construction and operation of the RRIMM. Permits are anticipated to be received following the completion of the MDRC process as outlined in the Company’s news release dated August 29, 2024.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary Telephone: (403) 829-2246 Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.

1412-2651-7519, v. 1

 

CALGARY, ALBERTA (September 19, 2024) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV: WHY) is pleased to announce that, further to its news release dated August 29, 2024, the Company had a productive forward-focused meeting with the British Columbia Ministry of Energy, Mines and Low Carbon Innovation (the “EMLI“) on September 4, 2024 (the “EMLI Meeting“). During this meeting, the Company outlined its revised permit application  (the “Amended Application“) for carrying out the extraction and production of critical minerals (the “RRIMM Project“) at its Record Ridge Industrial Mineral Mine (the “RRIMM“), which included a reduction in the proposed tonnage output to fall under the threshold set by the British Columbia Environmental Assessment Office (“EAO“) for reviewable projects for Mineral mines.

The Company is also pleased to report that its consultants acted expeditiously and submitted the Amended Application to EMLI on September 17, 2024. In addition, fulsome responses to all previous comments from the British Columbia Mine Development Review Committee (“MDRC“) had already been satisfactorily submitted.

During the EMLI Meeting, the Company outlined its updated approach, which involves reducing the RRIMM Project’s annual tonnage to 63,500 metric tonnes to remain below 15% of the 75,000 metric tonnes annual threshold set by the EAO for a mineral mine, alongside minor adjustments to the overall mine plan for the RRIMM. EMLI Meeting participants encouraged the Company to proceed with these revisions. The Amended Application is now awaiting review by the MDRC, which will provide feedback and outline the next steps in the permit process for the RRIMM.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer

Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary

Telephone: (403) 829-2246

Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.

CALGARY, ALBERTA (August 29, 2024) – West High Yield (W.H.Y.) Resources Ltd. (the “Company” or “West High Yield“) (TSXV: WHY) announces that, further to the Company’s news release dated August 15, 2024, it met with Ministry of Energy, Mines and Low Carbon Innovation (the “EMLI“) on August 26, 2024 (the “EMLI Meeting“) to continue discussions regarding the permit process for carrying out the extraction and production of critical minerals (the “RRIMM Project“) at its Record Ridge Industrial Mineral Mine (the “RRIMM“) at a reduced throughput. The Company also confirms the commencement of a private placement offering (the “Offering“).

Mine Permit Update

The EMLI Meeting focused on exploring the available options for the Company following the British Columbia Environmental Assessment Office (the “EAO“) decision as detailed in the Company’s news release dated August 15, 2024. During the EMLI Meeting, West High Yield reaffirmed its commitment to pursuing a reduced volume mining permit at this stage. The EMLI Meeting participants provided valuable insights into the options available to the Company, and outlined the next steps necessary for the Company to move forward with the RRIMM Project. The EMLI has scheduled a follow-up meeting on September 4, 2024 for the British Columbia Mine Development Review Committee to review the comments that have been closed off to date and to determine the next steps in the RRIMM permit process.

The Company is confidently advancing towards the finalization of its British Columbia Mines Act permit application to receive the requisite permit for the RRIMM Project (the “Permit“). As detailed to EMLI at the EMLI Meeting, the Company’s commitment to transparency remains unwavering as it prepares the RRIMM Project in compliance with the environmental thresholds set by the EAO. With the Permit process at its advanced stage, the Company is confident it will secure the Permit soon. Once the Permit is received, the Company plans to initiate the RRIMM Project development and operation, while also evaluating options for expansion beyond current thresholds, amending the Permit as applicable, and reassessing EAO requirements accordingly.

While West High Yield has identified several concerns regarding the EAO’s decisions and management of this process, as noted in the Company’s news release dated August 15, 2024, its legal team is actively reviewing its options. Notwithstanding this, West High Yield’s primary objective remains clear: securing this Permit and launching the RRIMM Project, and the Company’s board, management and consultants are fully committed and resolute in achieving these critical milestones.

Corporate Updates

The Company has ongoing communication with its interested customers who are anxious to see the Permit be awarded. This includes but is not limited to, APG Galaxy Trade and Technology LLC, a Hawaii limited liability company, whom the Company signed a letter of intent with on December 6, 2021 (see the Company’s news release dated December 7, 2021), which was subsequently amended on August 17, 2022, to process and extract from the RRIMM the critical minerals available using a commercially green process enhanced by the Company.

In addition, the Company’s engagement with ACS Moschner & Co GmbH (“ACS“) (see the Company’s news release dated October 26, 2023) is also progressing in a positive manner. The Company is in discussion with potential value-added strategic partners and investors introduced by ACS and pursuant to the Company’s engagement of ACS to consult on its behalf.

Offering

As also announced, the Company has initiated the Offering, which will be a non-brokered private placement offering for the sale of up to 3,750,000 units of the Company (the “Units“) at a price of CAD$0.20 per Unit for aggregate gross proceeds of up to CAD$750,000.00.

Each Unit issued under the Offering will consist of one (1) common share of the Company (each, a “Common Share“) and one (1) Common Share purchase warrant (each, a “Warrant“). Each Warrant, together with CAD$0.30, will entitle the holder thereof to acquire one (1) additional Common Share for a period of twelve (12) months from each full Warrant’s date of issuance. The Warrants will not be listed on the TSX Venture Exchange (“Exchange“).

The Company may pay a finder’s fee in connection with the Offering to eligible finders in accordance with the policies of the TSXV and applicable Canadian securities laws consisting of: (i) a cash commission of up to 6% of the gross proceeds of the Offering and (ii) common share purchase warrants (the “Finder’s Warrants“) of up to 6% of the number of full Warrants issued under the Offering. The Finder’s Warrant will have identical terms to the Warrants.

The Offering will be completed pursuant to certain exemptions from the prospectus requirements under applicable Canadian securities laws. All securities issued under the Offering are subject to a statutory hold period from their date of issue in accordance with applicable Canadian securities laws. None of the Units will be registered under the United States Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The proceeds from the Offering will be used to conclude its permitting process, covering essential operations, general working capital purposes and expenses, and for supporting the Company’s planned drilling program for the water monitoring holes at its Record Ridge magnesium deposit, as required by the EMLI. The Offering is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance and approval of the TSXV.

About West High Yield

West High Yield is a publicly traded junior mining exploration and development company focused on acquiring, exploring, and developing mineral resource properties in Canada. Its primary objective is to develop its Record Ridge critical mineral (magnesium, silica, and nickel) deposit using green processing techniques to minimize waste and CO₂ emissions.

 

The Company’s Record Ridge critical mineral deposit located 10 kilometers southwest of Rossland, British Columbia has approximately 10.6 million tonnes of contained magnesium based on an independently produced National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“) Preliminary Economic Assessment technical report (titled “Revised NI 43-101 Technical Report Preliminary Economic Assessment Record Ridge Project, British Columbia, Canada”) prepared by SRK Consulting (Canada) Inc. on April 18, 2013 in accordance with NI 43-101 and which can be found on the Company’s profile at https://www.sedarplus.ca.

 

Qualified Person

Rick Walker, B.Sc., M.Sc., P.Geo., the Company Geologist is a Qualified Person as defined in NI 43-101 and has reviewed and approved the technical information in this press release.

Contact Information:

WEST HIGH YIELD (W.H.Y.) RESOURCES LTD.

Frank Marasco Jr., President and Chief Executive Officer

Telephone: (403) 660-3488

Email: [email protected]

Barry Baim, Corporate Secretary

Telephone: (403) 829-2246

Email: [email protected]

Cautionary Note Regarding Forward-looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

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.