TORONTO -- (Business Wire)

Western Metallica Resources Corp. (TSXV: WMS)(“Western Metallica” or the “Company”) is pleased to announce that it has completed a share consolidation of its common shares (“Common Shares”) on the basis of three (3) pre-consolidation Common Shares for each one (1) post-consolidation Common Share (the "Consolidation") effective as of July 10, 2026 (the “Effective Date”). The Consolidation is intended to optimize its capital structure and enhance the long-term value for the shareholders. Additionally, the Company has completed its previously announced shares-for-debt transaction (the “Shares-for-Debt Transaction”). Pursuant to the shares-for-debt agreement entered into on May 14, 2026 (the “Shares-for-Debt Agreement”), the Company issued an aggregate of 2,466,667 post-Consolidation Common Shares (representing 7,400,000 pre-Consolidation Common Shares) at a deemed price of $0.15 per post-Consolidation Common Share (or $0.05 per pre-Consolidation Common Share).

Consolidation

The new CUSIP number is 95861P300 and the new ISIN number is CA95861P3007. Following the Consolidation and prior to completion of the Shares-for-Debt Transaction, the Company had approximately 2,812,060 Common Shares issued and outstanding. No fractional Common Shares were issued as a result of the Consolidation. Any fractional Common Share resulting from the Consolidation was cancelled.

The Company’s registered shareholders hold their common shares in the Direct Registration System (“DRS”) and, as such, are not required to submit a letter of transmittal or surrender share certificates. Registered shareholders will automatically receive updated DRS statements from the Company's transfer agent, Endeavor Trust Corporation, reflecting the number of post-consolidated common shares to which they are entitled. Non-registered shareholders holding common shares of the Company through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If shareholders hold their common shares of the Company through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries.

The Company obtained TSXV final approval for the Consolidation on July 8, 2026 and obtained approval of the Company’s shareholders at the annual and special meeting of the Company held on June 25, 2026.

Shares-for-Debt Transaction

The Shares-for-Debt Agreement was entered into by the Company and Greg Duras, the Chief Executive Officer and director of the Company. The Shares-for-Debt Transaction settled indebtedness owing by the Company to Mr. Duras (the “Loans”) pursuant to (a) an unsecured loan agreement between the Company and Mr. Duras dated January 24, 2025 (the “Loan Agreement”) and (b) an unsecured promissory note issued by the Company to Mr. Duras dated April 30, 2026 (the “Promissory Note”).

The Shares-for-Debt Transaction resulted in full and final settlement of outstanding indebtedness under the Loan Agreement and partial settlement of the outstanding indebtedness under the Promissory Note in the aggregate amount of $370,000. The Shares-for-Debt Transaction was undertaken by the Company in order to strengthen the Company’s balance sheet and to enhance financial flexibility for future growth initiatives. Following the completion of the Shares-for-Debt Transaction, the Company has 5,278,727 Common Shares issued and outstanding.

The Common Shares issued pursuant to the Shares-for-Debt Transaction are subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Completion of the Shares-for-Debt Transaction remains subject to TSXV final acceptance.

Each of the Loans and the Shares-for-Debt Transaction constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as Mr. Duras is a director and officer of the Company. The Company has determined that the Loans and the Shares-for-Debt Transaction were exempt from formal valuation and minority approval requirements pursuant to Section 5.5(b), Section 5.7(f) and 5.7(g) of MI 61‑101.

The Shares-for-Debt Transaction resulted in Mr. Duras becoming a “control person” of the Company under applicable Canadian securities laws. Accordingly, pursuant to the policies of the TSXV, the Company obtained disinterested shareholder approval for Mr. Duras becoming a control person of the Company at the annual and special meeting of the Company’s shareholders held on June 25, 2026.

About Western Metallica Resources Corp.

Western Metallica is an Ontario company with its head office in Toronto, Ontario. Western Metallica is in the business of mineral resource exploration and development, its principal asset is its 100% owned Penedela Gold Property in the “Navelgas Gold Belt” in Asturias, Spain. Western Metallica also has an interest in two other Spanish gold projects in the “Navelgas Gold Belt” in Asturias (Valledor and Sierra Alta) and one project located in Andalucia (Nueva Celti).

Further information of the Company can be found at: www.westernmetallica.com.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Western Metallica Corp. Forward looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The forward-looking information contained in this press release, includes, but is not limited to, the expected benefits of the Consolidation and the Shares-for-Debt Transaction and final approval by the TSXV of the Shares-for-Debt Transaction. Although Western Metallica Corp. believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Western Metallica Corp. disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

This News Release contains forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Contacts:

Western Metallica Resources Corp.
Gregory Duras
Chief Executive Officer
Email: gduras@westernmetallica.com

Investor Relations
Email: info@westernmetallica.com

Source: Western Metallica Resources Corp.