Western Exploration Inc. (TSXV: WEX; OTCQX: WEXPF) (the
"Company" or "Western Exploration") is pleased to
announce the terms of a "best efforts" private placement offering
of up to 3,646,000 units (the "Units") at a price of $1.55
per Unit for gross proceeds of up to $5,651,300 (the
"Offering"). Each Unit will consist of one variable voting
share of the Company (each, a "Share") and one-half of 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
$2.15 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.
The Offering will be completed pursuant to the terms of an
agency agreement to be entered into among the Company and a
syndicate of agents co-led by Echelon Wealth Partners Inc. and
Canaccord Genuity Corp., as co-lead agents and joint bookrunners,
and including Velocity Trade Capital (collectively, the
"Agents").
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.
At the closing of the Offering, the Company shall pay to the
Agents a cash commission equal to 7% of the gross proceeds of the
Offering and will issue to the Agents such number of
non-transferable variable voting share purchase warrants of the
Company (the "Broker Warrants") as is equal to 7% of the
number of Units sold under the Offering at a price of $1.55 per
Broker Warrant. Each Broker Warrant will be exercisable to acquire
one unit of the Company (each, a "Broker Warrant Unit") at a
price of $1.55 per Broker Warrant Unit, for a period of 36 months
following the Closing Date. Each Broker Warrant Unit will consist
of one variable voting share of the Company and one-half of one
variable voting share purchase warrant of the Company, each
entitling the holder to purchase one variable voting share of the
Company at a price of $2.15 per share at any time on or before that
date which is 36 months after the Closing Date. In addition, the
Company will have the right to sell Units to certain "president's
list" purchasers ("President's List Purchasers"); provided,
however, that compensation payable by the Company to the Agents for
the first $3,000,000 of subscriptions from President's List
Purchasers shall be reduced to a 3.5% cash commission and 3.5%
Broker Warrants.
The Offering is scheduled to close on or around June 1, 2023 and
remains subject to the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements
and in accordance with the requirements of National Instrument
45-106 – Prospectus Exemptions ("NI 45-106"), it is expected
that up to 3,646,000 Units will be offered for sale in each of the
provinces and territories of Canada (other than Québec) in reliance
on the "Listed Issuer Financing Exemption" (the "LIFE
Exemption"), in accordance with Part 5A of NI 45-106. The Units
will not be subject to resale restrictions pursuant to applicable
Canadian securities laws.
In addition, the Units will be offered in the United States on a
private placement basis pursuant to available exemptions from the
registration requirements under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"); and in such
other jurisdictions outside of Canada and the United States, as
agreed upon by the Lead Agent (as hereinafter defined) and the
Company, pursuant to available prospectus and registration
exemptions in accordance with applicable laws.
There is an offering document related to the Offering that can
be accessed on SEDAR (www.sedar.com) under the Company's issuer
profile at www.sedar.com and on the Company's website at
https://www.westernexploration.com/. Prospective investors should
read this offering document before making an investment decision.
The securities issuable pursuant to the LIFE Exemption will not be
subject to any statutory hold period under applicable Canadian
securities laws. All securities not issued pursuant to the LIFE
Exemption will be subject to a hold period in accordance with
applicable Canadian securities law, expiring four months and one
day following the closing date of the Offering.
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.sedar.com) 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 Corporation 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 Corporation 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 Offering, 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 Corporation 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, available
electronically under Western Exploration's issuer profile on SEDAR
(www.sedar.com ). 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230509006260/en/
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
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