Mr. Darcy Marud reports
WESTERN EXPLORATION ANNOUNCES CLOSING OF LIFE OFFERING OF UNITS FOR GROSS PROCEEDS OF C$5.0 MILLION
Western Exploration Inc. has closed its previously announced best effort private placement for aggregate gross proceeds of $5,005,000, which includes the full exercise of the agent's option. Under the offering, the company sold 7.15 million units at a price of 70 cents per unit. 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 95 cents per warrant share at any time until June 6, 2028, subject to adjustment in certain circumstances.
The offering was completed pursuant to the terms of an agency agreement dated June 6, 2025, between the company and Red Cloud Securities Inc. as sole agent and bookrunner.
The company intends to use the net proceeds raised under the offering for exploration and advancement of the company's Aura project located in Nevada, as well as for general corporate purposes and working capital.
Darcy Marud, president and chief executive officer of Western Exploration, commented: "This financing enables us to take the next steps at Gravel Creek for resource expansion with an extensive drill program at Wood Gulch. This is the next step in growing Gravel Creek with additional high-grade exploration targets."
In consideration for the services provided by the agent in connection with the offering, the company paid cash commission and advisory fees totalling $280,325.01 and issued an aggregate of 400,464 non-transferable broker warrants to the agent. Each broker warrant is exercisable to acquire one variable voting share of the company at a price of 70 cents per broker warrant share at any time until June 6, 2028, subject to adjustment in certain circumstances. In addition, in consideration for the provision of certain finder services to the company in connection with the offering, the company also paid certain parties an aggregate cash finder's fee of $28,738.50 and issued an aggregate 41,055 finder warrants. The finder warrants were issued on substantially the same terms as the broker warrants.
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 co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). A copy of the offering document under the LIFE dated May 21, 2025, 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 TSX Venture Exchange. All other securities not issued pursuant to the LIFE, namely, the broker warrants and finders warrants, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on Oct. 7, 2025. The offering remains subject to the final acceptance of the exchange.
Multilateral Instrument 61-101 disclosure
Certain insiders of the company have subscribed for an aggregate of 307,900 units for aggregate gross proceeds of $215,530, comprising: (i) Darcy Marud, chief executive officer, president and director of the company, through the Marud-Rivas Trust, as to 179,400 units for gross proceeds of $125,580; (ii) Curtis Turner, chief financial officer of the company, as to 28,500 units for gross proceeds of $19,950; and (iii) Gerard Munera, director of the company, through Synergex Group LLC, as to 100,000 units for gross proceeds of $70,000. Each subscription by an insider of the company 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) and Section 5.9 (Protection of Minority Securityholders in Special Transactions) of the corporate finance manual of the TSX Venture Exchange. In completing the offering, the company is relying upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25 per cent of the company's market capitalization and no securities of the company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on, inter alia, Section 5.7(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25 per cent of the company's market capitalization.
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 is composed of an experienced team of precious metal experts that aim to lead the company to becoming North America's premier gold and silver development company.
We seek Safe Harbor.
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