Mr. Darcy Marud reports
WESTERN EXPLORATION CLOSES FULLY-SUBSCRIBED C$9 MILLION LIFE OFFERING OF UNITS
Western Exploration Inc. has closed its best efforts private placement offering previously announced by the company on Jan. 22, 2026, pursuant to which 9.78 million units of the company were issued at a price of 92 cents per unit for gross proceeds of $8,997,600, including the full exercise of the agents' option.
Each unit consists of one variable voting share of the company and one-half of one variable voting share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one variable voting share of the company at a price of $1.35 per warrant share at any time until Feb. 3, 2028, subject to adjustment in certain circumstances, provided the warrants may not be exercised prior to April 4, 2026.
The warrants will be callable by the company should the daily volume-weighted average trading price of the variable voting shares of the company on the TSX Venture Exchange exceed $1.70 for a period of 20 consecutive trading days, at any time during the period: (i) beginning on the date that is six months from the date hereof; and (ii) ending on the date the warrants expire. Following a call trigger, the company may give notice to the holders of the warrants by disseminating a news release advising of the acceleration stating that any warrants that remain unexercised by the holder thereof shall expire 30 days following the date on which the call notice is given.
The company intends to use the net proceeds of the offering for advancement and additional exploration of the company's Aura project, located in Nevada, as well as for general corporate purposes and working capital, as more particularly described in the offering document (as defined herein).
The offering was completed pursuant to the terms of an agency agreement dated Feb. 3, 2026, among the company, Paradigm Capital Inc., as lead agent and sole bookrunner, and Velocity Capital Partners. As consideration for their services in connection with the offering, the company paid the agents a cash commission and advisory fees totalling approximately $512,557 and issued an aggregate of 557,127 non-transferable broker warrants of the company to the agents. Each broker warrant is exercisable to acquire one variable voting share of the company at a price of 92 cents per broker warrant share at any time until Feb. 3, 2028, subject to adjustment in certain circumstances.
All units distributed in connection with the offering were issued and sold pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. A copy of the amended and restated offering document under the LIFE dated Jan. 27, 2026, amending and restating the offering document dated Jan. 22, 2026, is available electronically on the company's website and on SEDAR+ under the company's issuer profile. Pursuant to the LIFE, all units issued under the offering are not subject to resale restrictions in Canada in accordance with applicable Canadian securities laws and the policies of the exchange. All other securities not issued pursuant to the LIFE, namely, the broker warrants, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on June 4, 2026. The offering remains subject to the final acceptance of the exchange.
About Western Exploration
Inc.
Western Exploration is focused on advancing the 100-per-cent-owned Aura project, located approximately 120 kilometres (75 miles) north of the city of Elko, Nev. The Aura project includes three unique gold and silver deposits: Doby George, Gravel Creek and Wood Gulch. Western Exploration comprises an experienced team of precious metals experts that aim to lead the company to becoming North America's premier gold and silver development company.
Additional information regarding Western Exploration can be found on Western Exploration's corporate website and on SEDAR+ under Western Exploration's issuer profile.
We seek Safe Harbor.
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