EARLY WARNING REPORT UNDER THE ALTERNATIVE MONTHLY REPORTING
SYSTEM OF NATIONAL
INSTRUMENT 62-103
1.
Name and address of the eligible institutional investor:
Accilent Capital Management Inc. (“
ACM
”)
370 King Street West, Suite 804, BOX 67
Toronto, ON M5V 1J9
This represents our ninth fi
ling under the Alternative Monthly Reporting System.
2.
Name of the reporting issuer
:
West Red Lake Gold Mines Inc. (“
WRLGM
”)
3.
Period for which the report is filed:
Period ended 8/31/2013
4.
Net increase or decrease in the number or princi
pal amount of securities, and in the eligible
institutional investor’s security hold
ing percentage in the class of securities, since the last report
filed by the eligible institutional inves
tor under the early warning requirements:
No change
5.
Designation and number or principal amount
of securities and the eligible institutional
investor’s security holding percentage in the cla
ss of securities at the end of the month for which
the report is made:
ACM has indirect control and direction over
7,389,428 common shares and direct control and
direction over 48,000 common shar
es of WRLGM representing a
pproximately 14.49% of shares
outstanding; In addition to common shares AC
M has indirect contro
l and direction over
5,851,000 warrants and direct control and direc
tion over 343,360 agent warrants to purchase
common shares, representing approximately 20.00%
of the total company shares on a fully
diluted basis.
6.
Designation and number or principal amount of
securities and the percentage of outstanding
securities of the class of secur
ities referred to above over which:
(i) the
eligible institutional investor
, either alone or together
with any joint actors, have
ownership and control:
48,000 common shares and 343,360 agent warrants
(ii) the
eligible institutional investor
, either alone or together with any joint actors, have
ownership but control is held by other entities other than the
eligible institutional investor
or any
joint actor:
N/A.
(iii) the
eligible institutional investor
, either alone or together with any joint actors, have
exclusive or shared control but does not have ownership:
7,389,428 common shares and 5,851,000 warrant
s to purchase common shares
7.
Purpose of the eligible institutio
nal investor and any joint actors
in acquiring or disposing of
ownership of, or control over, the securities, incl
uding any future intention to acquire ownership
of, or control over, additional secu
rities of the reporting issuer:
The common shares of WRLGM were acquired in
the ordinary course of business, for
investment purposes only and not with the purp
ose of exercising control or direction over
WRLGM. ACM may from time to time, on behalf
of funds or accounts it manages, acquire
additional common shares, dispose of
some or all of the common shar
es they hold or continue to
hold common shares.
8.
General nature and the material terms of any
agreement, other than lending arrangements,
with respect to securities of the reporting issuer
entered into by the eligible institutional investor,
or any joint actor, and the issuer of the secu
rities or any other entity in connection with any
transaction or occurrence resulting in the change in
ownership or control giving rise to the report,
including agreements with respect to the acquisitio
n, holding, disposition or voting of any of the
securities:
N/A
9.
Names of any joint actors in connection with the
disclosure required by Appendix G of National
Instrument 62-103:
N/A.
10.
If applicable, a description of any change in any material fact set out in a previous report by
the eligible institutional investor und
er the early warning requirements:
N/A.
11.
Eligibility to file reports under the alternative monthly reporting system:
ACM is eligible to file this report under th
e alternative monthly reporting system of National
Instrument 62-103.
12.
Declaration:
The filing of this report is not an admission that a
ny entity named in this report owns or controls
any securities or is a joint act
or with another named entity.
DATED
August 31
st
, 2013
By: /s/ Dan Pembleton
Name: Dan Pembleton
Title: Portfolio Manager - ACM
Duly authorized under Powers of Atto
rney effective as of September 1
st
, 2013, by and on behalf
of ACM and its direct an
d indirect subsidiaries.