Western Lithium USA Corporation
TSX : WLC
OTCQX : WLCDF

Western Lithium USA Corporation

May 19, 2015 16:41 ET

Western Lithium Announces $5 Million Bought Deal

RENO, NEVADA--(Marketwired - May 19, 2015) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Western Lithium USA Corporation ("Western Lithium", the "Company") (TSX:WLC)(OTCQX:WLCDF) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. together with Haywood Securities Inc. (the "Underwriters") on a "bought deal" basis by way of a short form prospectus, 7,150,000 units of the Company (the "Units") at a price of C$0.70 per Unit for aggregate gross proceeds of C$5,005,000 (the "Offering"). The Underwriters have been granted the option to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 30 days after the closing of the Offering. In the event that the over-allotment option is exercised in its entirety, the aggregate gross proceeds to the Company from the Offering will be C$5,755,750.

Each Unit shall consist of one common share ("Share") of the Company and one-half of one common share purchase warrant. Each whole common share purchase warrant shall entitle the holder thereof to acquire one Share at a price of C$0.90 for a period of 24 months following the closing of the Offering.

The Offering is scheduled to close on or about June 10, 2015. The Units will be offered in all provinces of Canada (except Quebec) by way of a short form prospectus. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.

The net proceeds of the Offering will be used to advance development of the Company's wholly-owned Kings Valley Lithium Project in Nevada and for working capital and general corporate purposes.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Corporate Finance Update

Pursuant to our press release of May 1, 2015, the initial tranche of US$2.8 million of the convertible security funding (the "Convertible Security") with The Lind Partners, a New York based asset management firm, has now occurred. Lind can increase the funding under the Convertible Security by an additional US$600,000 during its two year term. The agreement also provides for the issuance of a second Convertible Security on mutual agreement of the Company and Lind, in which Lind would fund another US$2.8 million (that can also be increased by US$600,000).

At the annual meeting of shareholders on March 30, 2015, William M. Sheriff, an appointee to the Board, received a greater number of "withheld" votes than votes in favour of his election to the Board. In accordance with the Company's majority voting policy requirements, Mr. Sheriff tendered his resignation to the Board, which resignation has now been accepted. John Macken, Co-Chairman of the Company commented, "Since founding Western Lithium, Bill has provided great advice and insight as we evolved. The Company has benefited greatly from Bill's guidance and I speak on behalf of the entire Company in wishing him the very best in his future endeavours."

About the Company

The Company is developing its Kings Valley, Nevada, lithium deposit into a strategic, scalable and reliable source of high quality lithium products. The Company is positioning itself as a major U.S.-based supplier to support the rising global demand for lithium that is expected from the increased use of hybrid/electric vehicles, consumer electronics, and consumer and industrial lithium battery storage applications. In addition, Western Lithium is pursuing the opportunity to be a supplier of specialty drilling additive, Hectatone™ and potentially other organoclays for the oil and gas and other industries.

Forward-looking statements

Statements in this release that are forward-looking information are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the company's periodic filings with Canadian securities regulators. When used in this document, the words such as "expect," "believe," "scheduled," "targeting" and similar expressions is forward-looking information. Information provided in this document is necessarily summarized and may not contain all available material information.

All such forward-looking information and statements are based on certain assumptions and analyses made by Western Lithium management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. These statements, however, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements. Important factors that could cause actual results to differ from these forward-looking statements include those described under the heading "Risks Factors" in the Company's most recently filed MD&A. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

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