RENO, Nev.–(BUSINESS WIRE)–Western Exploration Inc. (TSXV: WEX; OTCQX: WEXPF) (the “Company” or “Western Exploration“) is pleased to announce that it has closed the previously announced non-brokered private placement of units (the “Units“) in the capital of the Company (the “Offering“).
The Offering consisted of the issuance of 9,348,086 Units at a price of $0.70 per Unit, for aggregate gross proceeds of approximately $6,543,659.
Each Unit consists of one variable voting share of the Company (each, a “Share“) and one variable voting share purchase warrant of the Company (each whole variable voting share purchase warrant, a “Warrant“). Each Warrant will entitle the holder to purchase one variable voting share of the Company (each, a “Warrant Share“) at a price of $1.00 per Warrant Share at any time on or before the date which is 36 months after the closing date of the Offering (the “Closing Date“), subject to adjustment in certain events.
In connection with the Offering, the Company has paid certain parties finder’s fees in the form of an aggregate of $110,946.80 in cash and has issued 158,495 variable voting share purchase warrants (each a “Finder’s Warrant“). Each Finder’s Warrant entitles the holder to purchase one Share at $1.00 for 36 months.
In addition, Canaccord Genuity Corp. served as financial advisor in connection with the Offering and was paid $40,000 for their services.
All securities issued pursuant to the Offering will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the closing date of the Offering.
The Company intends to use the net proceeds raised from the Offering for exploration and development expenditures at the Aura Project in Nevada, and for general corporate purposes.
Completion of the Offering remains subject to the receipt of all final approvals of the TSX Venture Exchange.
MI 61-101 Disclosure
Certain insiders of the Company, including Agnico Eagle Mines Limited, participated in the Offering by purchasing an aggregate of 1,107,143 Units at a price of $0.70 per Unit for aggregate gross proceeds of $775,000 (each, an Insider Subscription”).
The following insiders of the Company have subscribed for Units under the Offering:
|
Insider |
Insider Relationship |
Units Purchased (#) |
Subscription Amount ($) |
|
Agnico Eagle Mines Limited |
10% Securityholder |
857,143 |
$600,000.01 |
|
Nicolas Schlumberger |
Director of Western Exploration |
178,571 |
$124,999.70 |
|
Gerard Munera(1) |
Director of Western Exploration |
71,429 |
$50,000.30 |
Note:
(1) Gerard Munera acquired the Units indirectly through Synergex Group LLC.
Each Insider Subscription is considered to be a “related party transaction” of the Company for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). In completing the Insider Subscriptions, the Company relied upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5 (b) of MI 61-101 insofar as no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from the minority approval requirement in Section 5.6 of MI 61-101 for each Insider Subscription in reliance on Section 5.7(b) insofar as the fair market value of such Insider Subscriptions, insofar as they involves interested parties, is not more than the 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Western Exploration
Born from a 25‐year history of advancing exploration projects in Nevada as a private company, today Western Exploration is composed of an experienced team of precious metals experts that aims to lead Western Exploration to becoming a premiere gold and silver development company in North America. The Company’s principal asset is the 100% owned Aura gold‐silver project, located approximately 120 kilometers/75 miles north of the city of Elko, Nevada, and includes three unique gold and silver deposits: Doby George, Gravel Creek, and Wood Gulch. Additional information regarding Western Exploration and the Aura Project can be found on the Company’s website and on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile.
Cautionary Note Regarding Forward‐Looking Information
Certain statements contained in this news release may be deemed “forward‐looking statements” within the meaning of applicable Canadian and U.S. securities laws. These forward‐looking statements, by their nature, require Western Exploration to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. This forward‐looking information is based on reasonable assumptions and estimates of management of the Company at the time such assumptions and estimates were made, and involves 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 achievement expressed or implied by such forward‐looking information. Such factors include, among others, risks relating to the completion of the final approval of the TSX Venture Exchange, the use of the net proceeds of the Offering, ability of exploration activities (including drilling results), to accurately predict mineralization; errors in management’s geological modelling; the ability of Western Exploration to complete further exploration activities, including drilling; to obtain additional financing for exploration or development activities on favorable terms; to continue operations and to expand operations; to identify additional resources and reserves and to exploit such resources and reserves on an economic basis; to main Western Exploration’s property interests in the Aura Project; the results of exploration activities; risks relating to mining activities; the global economic climate; metal prices; environmental risks; community and non‐governmental actions; the ability to obtain the TSX Venture Exchange’s final acceptance of the Offering. Although the forward‐looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, Western Exploration cannot assure shareholders and prospective purchasers of securities of the Company that actual results will be consistent with such forward‐looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Western Exploration nor any other person assumes responsibility for the accuracy and completeness of any such forward‐looking information. Further, Western Exploration does not undertake, and assumes no obligation, to update or revise any such forward‐looking statements or forward‐looking information contained herein to reflect new events or circumstances, except as may be required by law.
For additional information with respect to these and other factors and assumptions underlying the forward‐looking statements made in this news release concerning Western Exploration, see the management information circular dated November 12, 2021 and the Company’s most recent annual and interim financial statements and related management’s discussion and analysis, which are available electronically under Western Exploration’s issuer profile on SEDAR+ (www.sedarplus.ca). The forward‐looking statements set forth herein concerning Western Exploration reflect management’s expectations as at the date of this news release and are subject to change after such date. Western Exploration disclaims any intention or obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the 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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Contacts
Darcy Marud
Chief Executive Officer
Telephone: (775) 329‐8119
Email: dmarud@westernexploration.com
Nichole Cowles
Investor Relations
Telephone: (775) 240‐4172
Email: nicholecowles@westernexploration.com
