West Mining Corp. — Capital/Financing Update 2024

Jun 25, 2024

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

These securities have not been registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Offering document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act .

Offering Document under the Listed Issuer Financing Exemption

June 24, 2024

WEST MINING CORP. (the “ Company ” or “ West ”)

PART 1 SUMMARY OF OFFERING

What are we offering?

Offering:	Units (each, a “Unit”) at an issue price of $0.30 (the “Issue Price”) per Unit. Each Unitcomprises one common share of the Company (each, a “Share”) and one Sharepurchase warrant (each, a “Warrant”) for gross proceeds of up to $500,000 (the“Offering”). Each Warrant is exercisable for one Share at a price of $0.40 for a periodof two years from the date of issuance, provided that if the closing price of the commonshares on the Canadian Securities Exchange is at or above $0.60 for 10 consecutivetrading days, then the expiry date for the Warrants will be automatically accelerated tothe date which is 30 days after the date the Company provides notice of suchaccelerationto theholders ofthe Warrants byissuing anewsrelease
Offering Price:	$0.30 per Unit.
Minimum and	There is no minimum number of Units that can be sold under the Offering. Themaximum number of Units that can be sold under the Offering is 1,666,667.
Maximum Amount
Closing Date:	On or about July 4, 2024 (the “Closing Date”), or such earlier or later date as may bedetermined by the Company. The Offering may, but is not anticipated to, close intranches.
Exchange:	The common shares of the Company are listed on the Canadian Securities Exchange(the “Exchange”) under the trading symbol “WEST”.
Last Closing Price:	The closing price of the Common Shares on the Exchange on June 24, 2024, being themost recent trading day before the date of this offering document, was $0.32.

All references to “$” in this offering document are to Canadian dollars.

West Mining Corp. is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions . In connection with this Offering, the Company represents the following is true:

• The Company has active operations and its principal asset is not cash, cash equivalents or its Exchange listing.

• The Company has filed all periodic and timely disclosure documents that it is required to have filed.

• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings

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made under the listed issuer financing exemption in the 12 months immediately before the date of this Offering Document, will not exceed $5,000,000.

• The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.

• The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Except for statements of historical fact, information contained herein constitutes “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “planned”, “expect”, “project”, “predict”, “potential”, “estimate”, “targeting”, “intends”, “believe”, and similar expressions, or describes a “goal”, or variation of such words and phrases or states that certain actions, events or results “may”, “should”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information and forward-looking statements herein include, but are not limited to, those relating to: the Company’s expectations with respect to the terms of the Offering, the securities issued thereunder and the compensation payable and issuable in connection therewith, the funds available to the Company, the use of proceeds and the use of the available funds following completion of the Offering; the completion of the Offering and the expected Closing Date; the Company’s ability to continue as a going concern; and the Company’s going-forward strategy.

Forward-looking statements and forward-looking information are not guarantees of future performance and are based upon a number of estimates and assumptions of management at the date the statements are made. Such factors and assumptions may include, but are not limited to: the Company’s ability to close the Offering on the terms disclosed herein, or at all; currency exchange rates and interest rates; favourable operating conditions, political stability, timely receipt of governmental approvals, licences and permits (and renewals thereof); access to necessary financing; stability of labour markets and market conditions in general; availability of equipment; estimates of costs and expenditures to complete the Company’s programs and goals; the Company’s ability to raise sufficient capital to fund planned growth strategies and maintain corporate capacity; and stability in financial and capital markets.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the potential of the Company’s mineral properties; the estimation of capital requirements; the estimation of operating costs; the timing and amount of future business expenditures; and the availability of necessary financing, as well as other risk factors in the Company’s other public filings available at www.sedarplus.ca.. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and exploration or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward- looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this Offering Document is made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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PART 2 SUMMARY DESCRIPTION OF BUSINESS

What is our business?

West Mining Corp. is a mineral exploration company acquiring and developing advanced and early-stage exploration projects. Its flagship project is its 100% owned, 9,000 hectare prospective Kena Project located near Nelson, British Columbia. The Kena Project comprises three adjoining properties: Kena, Daylight and Athabasca. The Daylight property contains the historic past producing Daylight, Starlight, Victoria, Irene and Great Eastern gold mines. Along trend to the north is the Athabasca Property, with the historic Athabasca Gold Mine. The Company also holds a 100% interest in its Spanish Mountain and Junker properties.

Recent developments

There are no material recent developments in respect of the Company that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document.

Certain recent developments relating to the Company’s business include:

• On June 6, 2024, the Company announced the appointment of Harrison Cookenboo, Ph.D., P.Geo., to its advisory board. Dr Cookenboo is a professional geologist with more than 35 years of experience studying and evaluating geologic prospects, deposits and processes around the world.

• On May 29, 2024, the Company announced that it had closed a previously announced non-brokered private placement, raising gross proceeds of $825,000.

• On May 8, 2024, the Company announced the appointment of Richard Lonsdale-Hands to its advisory board. Mr. Lonsdale-Hands is a seasoned investor with over 50 years of experience in investment banking, resources and property management. He has held many significant roles of director, president, managing director and advisor with multiple small and large capitalization companies throughout his career.

• On April 19, 2024, the Company announced plans to complete an extensive core resampling program on its Kena and Daylight properties.

Material facts

There are no material facts about the securities being distributed that have not been disclosed in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document and the date the Company’s most recent audited annual financial statements were filed.

What are the business objectives that we expect to accomplish using the available funds?

The Company intends to use the certain of the net proceeds from the Offering to conduct an exploration program on the Spanish Mountain and Junker properties. The Company anticipates completing the following to achieve such objectives:

Event	Anticipated Timeline	Anticipated Cost
		Assuming 100% of the
		Offering
Exploration Program for Junker and Spanish Mountainproperties	July 2024	$150,000

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PART 3 USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

The expected total available funds to the Company following completion of the Offering is estimated to be up to $770,000.

		Assuming 100% of Offering
A	Amount to be raised by this Offering	$500,000
B	Selling commissions and fees	$50,000(1)
C	Estimated offering costs (e.g., legal, accounting, audit)	$5,000
D	Net proceeds of offering: D = A – (B+C)	$445,000
E	Working capital as at most recent month end	$300,000
F	Additional sources of funding	$0
G	Total available funds: G = D+E+F	$745,000

Note:

(1) As indicated below in Part 4 – Fees and Commissions.

How will we use the available funds?

Description of intended use of available funds listed in order of priority	Assuming 100% of
	Offering
Exploration Program for Spanish Mountain and Junker properties	$150,000
Core Resampling Program for Kena and Daylight properties	$50,000
Marketing/Investor Relations	$150,000
General and administrative	$150,000
Unallocated working capital	$245,000
Total	$745,000

The above noted allocation of capital and anticipated order of priority represents the Company’s current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to spend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan. See the “ Cautionary Statement Regarding Forward- Looking Information ” section above.

The most recent audited annual financial statements and interim financial report of the Company included a goingconcern note. The Company has not yet generated positive cash flows from its operating activities, which may cast doubt on the Company’s ability to continue as a going concern. The Offering is intended to permit the Company to achieve the business objectives set out herein and is not expected to affect the decision to include a going-concern note in the next annual financial statements of the Company.

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How have we used the other funds we have raised in the past 12 months? [need more detail here]

How have we used the other funds we have raised in the past 12 months? [need more detail here]	How have we used the other funds we have raised in the past 12 months? [need more detail here]	How have we used the other funds we have raised in the past 12 months? [need more detail here]	How have we used the other funds we have raised in the past 12 months? [need more detail here]
Previous financingIntended use of fundsUse of fundsPrivateplacementonDecember 15, 2023 with grossproceeds of $150,000General working capital purposesGeneral working capital purposes
Previous financing		Use of funds
	Intended use of funds
PrivateplacementonDecember 15, 2023 with grossproceeds of $150,000	General working capital purposes	General working capital purposes
Private placement on May 29,2024 with gross proceeds of	General working capital purposes	General working capital purposes
$825, 000

PART 4 FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

Finder(s):	Canaccord Genuity Corp.
Compensation Type:	10% cash finder’s fee and 10% finder’s warrants, each finder’s warrant exercisablefor one Share at an exercise price of $0.30 for a period of two years from the date ofissuance
Cash Commission:	$50,000 (assuming the full amount of $500,000 is raised under the Offeringand is subject to the 10% cash finder’s fee)

Does the Finder have a conflict of interest?

The Company is not a “related issuer” or “connected issuer” of or to Canaccord Genuity Corp., as such terms are defined in National Instrument 33-105 – Underwriting Conflicts .

PART 5

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right:

• (a) to rescind your purchase of these securities with the Company, or

• (b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the

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particulars of these rights or consult with a legal adviser.

PART 6 ADDITIONAL INFORMATION

Where can you find more information about us?

Security holders can access the Company’s continuous disclosure filings on SEDAR+ at www.sedarplus.ca under the Company’s profile.

For further information regarding the Company, visit our website at: https://www.westminingcorp.ca

Investors should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.

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PART 7 CERTIFICATE OF THE COMPANY

This offering document, together with any document filed under Canadian securities legislation on or after June 24, 2023, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

June 24, 2024

(signed) “ Nader Vatanchi ” (signed) “Natasha Tsai” Nader Vatanchi Natasha Tsai Chief Executive Officer Chief Financial Officer