Mr. Stephen Dunn reports

WESTERN TROY CLOSES NON-BROKERED PRIVATE PLACEMENT OF SPECIAL WARRANTS

Western Troy Capital Resources Inc., further its news release of June 17, 2020, has closed its non-brokered private placement of special warrants through the issuance of 25 million special warrants at a price of two cents per special warrant for gross proceeds of $500,000.

The special warrants shall be automatically exchanged for units upon satisfaction of the following conditions:

• The completion of a consolidation of its common shares on the basis of one postconsolidation common shares for three preconsolidation common shares;
• Following the consolidation:
  • Receipt of approval of the NEX for the offering and the consolidation;
  • Receipt of all regulatory and shareholder approvals required for the offering and the consolidation.

The consolidation must be approved by not less than two-thirds of the votes cast by the shareholders at the next meeting of the shareholders of the company to be held on Aug. 4, 2020.

Each special warrant is exchangeable, for no additional consideration, into one unit of the company. Each unit will comprise one common share and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one common share for a period of 12 months after the closing date of the offering at a price of 15 cents per common share.

The company shall use its reasonable best efforts to satisfy the exercise conditions. In the event that the exercise conditions are not satisfied on the date that is six months after the closing date of the offering, the special warrants shall be redeemed at the purchase price for the special warrants. All securities issued in connection with the offering are subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities laws. The closing of the offering is subject to regulatory approval, including that of the NEX.

About Western Troy Capital Resources Inc.

Western Troy has been engaged in mineral exploration and mine development and is reviewing potential alternatives to enhance shareholder value.

We seek Safe Harbor.