Western Magnesium Announces US$3 Million Financing: Strengthens Balance Sheet as Company Prepares to Bring Commercial Pilot Plant Online

WASHINGTON, DC – TheNewswire – April 18, 2022 – Western Magnesium Company (TSXV:WMG.V) (Frankfurt: 3WM) (OTC:MLYF) (“Western Magnesium” or the “Company”) announces a non-brokered private placement of unsecured convertible notes (the “Convertible Note”) in the principal amount of US$3,000,000.

The offering

The non-brokered private placement (the “Offer”) of a 15% unsecured convertible debenture (the “Convertible Debenture”) in the principal amount of US$3,000,000 will be convertible into common shares of the Company (“Shares of Conversion”) for a period of 18 months (the “Maturity Date”) from the Closing Date, at a price of US$0.30. In addition, pursuant to the Convertible Debenture, for each Conversion Share issued, the following will also be issued thereunder: one (1) warrant for Class A common shares of the Corporation will also be issued, exercisable at a price of USD 0.40 for a period of five (5) years from the closing date.

The completion of the private placement and the payment of any fees and expenses remain subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The securities issued will be subject to a legal hold period in Canada for a period of four months and one day from the closing date. The securities have not been registered with the SEC and are also subject to a six-month statutory hold period pursuant to Regulation S of the Securities Act of 1933, as amended. The Regulation S holding period replaces the TSX Venture Exchange holding period. Proceeds from the private placement will be used for working capital and to complete our commercialized pilot plant.

THIS RELEASE, PROVIDED IN ACCORDANCE WITH APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS SERVICES OR DISTRIBUTION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THIS OFFERING HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND THE SECURITIES SOLD IN THIS OFFERING CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO US PERSONS NOT REGISTERED OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

About Western Magnesium

Western Magnesium’s goal is to be a low-cost producer of green primary magnesium, a strategic product prized for its strength and lightweight. Unlike outdated and expensive production processes, Western Magnesium seeks to use a continuous silicothermic process to produce magnesium, which significantly reduces labor and energy costs compared to current methods and processes, while being eco-friendly.

Media Relations and Corporate Communications: Ashleigh Barry | This email address is protected from spam. You need JavaScript enabled to view it. | (202) 258-4453

Investor Relations: John Ulmer | This email address is protected from spam. You need JavaScript enabled to view it. | (604) 423-2709

Safe Harbor Statement

This press 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 filings with the Securities and Exchange Commission. These statements are forward-looking and subject to risks and uncertainties, so that 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 due to certain factors beyond the control of the Company. The Company cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to subsequently 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 press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described in this press release. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any state securities law, and, accordingly, may be offered or sold in the United States, or on behalf of or for the benefit of persons in the United States or “US Persons”, as that term is defined in Regulation S promulgated under the US Securities Act, unless registered under the US Securities Act and applicable state securities laws. or under an exemption from these registration requirements.

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.

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Michael J. Birnbaum