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Form S-1/A Western Magnesium Corp.

June 24, 2022 5:33 PM EDT

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Exhibit 5.1

 

June 24, 2022

 

Western Magnesium Corporation

8180 Greensboro Drive, Suite 720

McLean, Virginia 22102

 

Re: Western Magnesium Corporation Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We are acting as counsel to Western Magnesium Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (Amendment No. 1), filed on June 24, 2022 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), covering (i) 19,240,256 shares (“Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable by the Company upon the conversion of principal and interest thereon of certain outstanding convertible debentures (“Convertible Debentures”) held by the selling securityholder named in the Registration Statement (“Selling Securityholder”), (ii) 25,240,256 shares (“Warrant Shares”) of Common Stock issuable by the Company upon the exercise of certain warrants (“Warrants”) issuable to the Selling Securityholder upon conversion of the Convertible Debentures and (iii) 1,774,500 shares of Common Stock held by the Selling Securityholder (the “Shares, together with the Conversion Shares and the Warrant Shares, collectively, the “Securities”).

 

We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.

 

Based upon the foregoing, and the laws of the State of Delaware, we are of the opinion that:

 

  1. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action of the Company, and, upon (i) the due execution by the Company and registration by its registrar of the Warrant Shares, and (ii) delivery and payment therefor upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued, fully paid and non-assessable;
     
  2. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized by all necessary corporate action of the Company and reserved for issuance and, upon issuance and delivery as described in the Convertible Debentures, will be duly and validly issued, fully paid and non-assessable; and
     
  3. The Shares have been duly authorized by all necessary corporate action of the Company and are duly and validly issued, fully paid and non-assessable.

 

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Delaware; and (b) the federal laws of the United States.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Sincerely yours,

 

/s/ Laura E. Anthony  
Laura E. Anthony,  
For the Firm  

 

 

 

 

Exhibit 23.1

 

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

 

1500 – 1140 w. Pender Street

Vancouver, BC V6E 4GI

TEL 604.687.4747 FAX 604.689.2778

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-1 (Amendment No. 1) of our report dated February 4, 2022 to the shareholders and board of directors of Western Magnesium Corporation (the “Company”) on the consolidated statements of financial position of the Company as at October 31, 2021 and 2020, and the consolidated statements of loss and comprehensive loss, shareholders’ deficit and cash flows for the years then ended, and to the reference to our firm under the caption “Experts” in the related prospectus of the Company dated June 24, 2022.

 

/s/ DMCL  
   

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

 
Vancouver, Canada  
June 24, 2022  

 

 

 

 

Exhibit 107

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered  Amount to be registered   Proposed maximum offering price per share of common stock   Proposed maximum aggregate offering price   Amount of registration fee 
Common Stock, par value $0.001 per share   11,072,219(1)  $0.10(2)  $1,107,222   $102.64 
Common Stock, par value $0.001 per share   8,536,110(3)  $0.13(4)  $1,109,694   $102.87 
Common Stock, par value $0.001 per share   8,536,110(5)  $0.19(6)  $1,621,861   $150.35 
Common Stock, par value $0.001 per share   8,168,037(7)  $0.30(8)  $2,450,411   $227.15 
Common Stock, par value $0.001 per share   8,168,037(9)  $0.40(10)  $3,267,215    302.87 
Common Stock, par value $0.001 per share   1,774,500(11)  $0.26(12)  $461,370   $42.77 
                     
TOTAL                 $928.65 

 

  (1) Represents the issuance by the registrant of 11,072,219 shares of Common Stock that may be issued upon conversion of the outstanding principal amount and accrued interest thereon of certain convertible debentures issued on June 10, 2021 (“2021 Debenture”) held by selling securityholder named in the prospectus that forms a part of this registration statement on Form S-1 (the “Selling Securityholder”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
     
  (2) Based on the conversion rate of the 2021 Debenture of $0.10 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
     
  (3) Represents the issuance by the registrant of 8,536,110 shares of Common Stock that may be issued upon the exercise of 8,536,110 Class A Warrants (“Class A Warrants”) issuable to the Selling Securityholder upon conversion of the 2021 Debentures. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
     
  (4) Based on the exercise price of the Class A Warrants of $0.13 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
     
  (5) Represents the issuance by the registrant of 8,536,110 shares of Common Stock that may be issued upon the exercise of 8,536,110 Class B Warrants (“Class B Warrants”) issuable to the Selling Securityholder upon the conversion of the 2021 Debentures. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
     
  (6) Based on the exercise price of the Class B Warrants of $0.19 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
     
  (7) Represents the issuance by the registrant of 8,168,037 shares of Common Stock that may be issued upon conversion of the outstanding principal amount and accrued interest thereon of certain convertible debentures issued on April 14, 2022 (“2022 Debenture”) held by the Selling Securityholder. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
     
  (8) Based on the conversion rate of the 2022 Debenture of $0.30 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
     
  (9) Represents the issuance by the registrant of 8,168,037 shares of Common Stock that may be issued upon the exercise of 8,168,037 warrants (“2022 Warrants”) issuable to the Selling Securityholder upon conversion of the 2022 Debenture. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
     
  (10) Based on the exercise price of the 2022 Warrants of $0.40 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
     
  (11) Represents the resale of 1,774,500 shares of Common Stock by the Selling Securityholder. Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock.
     
  (12) Estimated at $0.26 per share, the average of the high and low prices of the registrant’s common stock as reported on OTCQB tier of the OTC Market Group, Inc. on May 19, 2022 (a date within five business days prior to the initial filing of this registration statement), solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.

 

 

 



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