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Western Alaska Minerals Announces Closing Of Upsized Non-Brokered Private Placement

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

TUCSON, ARIZONA, US – May 8, 2024 - Western Alaska Minerals (the “Company” or “WAM”) (TSXV: “WAM”) is pleased to announce that, further to its news releases dated April 18, 2024, April 22, 2024, April 26, 2024, and May 3, 2024, the Company has closed its previously announced non-brokered private placement (the “Offering”) for aggregate gross proceeds of C$2,478,437.65. Under the upsized Offering, the Company issued 3,812,981 units of the Company (“Units”) at a price of $0.65 per Unit (the “Offering Price”).

Each Unit is comprised of one subordinate voting share in the authorized share structure of the Company (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of $0.90 per Warrant Share for 36 months from the date of issuance.

The Company is pleased to report that pursuant to the Offering, when combined with the brokered offering of Units via prospectus supplement which closed on April 26, 2024, it has raised aggregate gross proceeds of C$8,590,616.45 and issued 13,216,333 Units.

The net proceeds of the Offering will be used to fund the Company’s 2024 exploration program, including step-out drilling at the LH and Warm Springs target zones that are new targets identified by the 2023-completed geophysical program, and for general corporate purposes.

In connection with the Offering, the Company issued an aggregate of 174,154 finder’s warrants (the “Finder’s Warrants”) and paid finder’s commissions of an aggregate of $113,199.80 to certain qualified finders. Each Finder’s Warrant is exercisable for a period of 36 months from the date of issuance into one Share of the Company at a price of C$0.90. All securities issued pursuant to the Offering, including the Finder’s Warrants, are subject to a hold period expiring on September 9, 2024, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Certain related parties of the Company (“Interested Parties”) purchased or acquired direction or control over a total of 1,153,846 Units as part of the Offering. The placement to those persons constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(b) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of Interested Parties had not been confirmed at that time.

The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About WAM

Our mission is to advance a mineable and scalable CRD, ultimately reshaping the mineral landscape of western Alaska and establishing a new CRD district.

WAM’s 100% owned claims cover 73,120 acres (114.25 square miles or 29,591 hectares), approximately 45 km east of an ocean barge-compatible section of the Yukon River. WAM’s intact mineralized CRD system encompasses the (past producing) Illinois Creek gold-silver mine, the Waterpump Creek high-grade silver-lead-zinc deposit, open to the north, and the Honker gold prospect. Twenty-five kilometers northeast of the Illinois Creek CRD lies the Round Top copper and the TG North CRD prospects. All prospects were originally discovered by Anaconda Minerals Co. in the early 1980’s. Since 2010, WAM, along with its precursor company, Western Alaska Copper & Gold, reassembled the Anaconda land package and has been engaged in exploring the district.

Headquartered in both Alaska and Arizona, WAM brings together a team of seasoned professionals with a shared vision of pioneering new frontiers in mineral exploration. Our strategic approach is underpinned by cutting-edge technology, innovative techniques, and a deep understanding of the geological intricacies of the region.

On behalf of the Company

“Kit Marrs”

Kit Marrs

President & CEO

Phone: 520-200-1667

For further information please contact:

Vanessa Bogaert, Director of Corporate Communications/IR at
vanessa@westernalaskaminerals.com

Or visit our website at: www.westernalaskaminerals.com

Forward Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof. These forward-looking statements or information relate to, among other things, the intended use of proceeds from the Offering.

Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company will be able to utilize the proceeds of the Offering in the manner intended. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from the Company’s plans or expectations include market conditions, metal prices, and other risks relating to the Company being able to utilize the proceeds of the Offering in the manner intended. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

Neither 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.

PROJECTS

Waterpump Creek

Lead, Zinc & Silver element information

IC Oxide Gold

Gold & Silver element information

Round Top

Copper, Molybdenumn & Silver element information

Honker Gold

Gold element information

TG North

Lead, Zinc & Silver element information