Western Exploration Closes Fully-Subscribed C$9 Million Life Offering of Units
WESTERN EXPLORATION CLOSES FULLY-SUBSCRIBED
C$9 MILLION LIFE OFFERING OF UNITS
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Reno, Nevada – February 3, 2026 - Western Exploration Inc. (TSXV: WEX; OTCQX: WEXPF) (the "Company"
or "Western Exploration") is pleased to announce that it has closed its "best efforts" private placement
offering previously announced by the Company on January 22, 2026 (the "Offering"), pursuant to which
9,780,000 units of the Company (the "Units") were issued at a price of C$0.92 per Unit for gross proceeds
of C$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 whole variable voting share purchase warrant, a "Warrant").
Each Warrant entitles the holder thereof to acquire one variable voting share of the Company (each, a
"Warrant Share") at a price of C$1.35 per Warrant Share at any time until February 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 (the "Exchange") exceed C$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 (the " Call Trigger").
Following a Call Trigger, the Company may give notice (the " Call 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 thirty 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 February 3, 2026 among
the Company, Paradigm Capital Inc., as lead agent and sole bookrunner (the "Lead Agent"), and Velocity
Capital Partners (together with the Lead Agent, the " Agents"). As consideration for their services in
connection with the Offering, the Company paid the Agents a cash commission and advisory fees totaling
approximately, C$512,557 and issued an aggregate of 557,127 non-transferable broker warrants of the
Company (the "Broker Warrants ") to the Agent s. Each Broker Warrant is exercisable to acquire one
variable voting share of the Company (each, a "Broker Warrant Share") at a price of C$0.92 per Broker
Warrant Share at any time until February 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
(the "LIFE Exemption"), 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 Exemption dated January 27, 2026 (the "Offering Document"), amending and
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restating the offering document dated January 22, 2026, is available electronically on the Company 's
website and on SEDAR+ (www.sedarplus.ca) under the Company 's issuer profile. Pursuant to the LIFE
Exemption, a ll 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 Exemption, 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (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. This news release
shall not constitute an offer to sell or the solicitation of an offer to buy in the United States or to, or for the
account or benefit of, persons in the United States or U.S. Persons nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Western Exploration
Western Exploration is focused on advancing the 100% -owned Aura Project, located approximately 120
kilometers/75 miles north of the city of Elko, Nevada. The Aura Project includes three unique gold and
silver deposits: Doby George, Gravel Creek, and Wood Gulch. Western Exploration is comprised of 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 (www.westernexploration.com) and on SEDAR+ (www.sedarplus.ca) under Western Exploration's
issuer profile.
For further information, please contact:
Darcy Marud
Chief Executive Officer
Telephone: (775) 329-8119
Email: [email protected]
Nichole Cowles
Investor Relations
Telephone: (775) 240-4172
Email: [email protected]
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 for ward-looking statements. Forward -looking statements are not guarantees of
performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate",
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"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 Company
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
Company to be materially different from any future results, performance or achievement s expressed or
implied by such forward -looking information. Such factors include, among others, risks relating to the
receipt of final approval of the Offering by the Exchange and the intended use of the net proceeds 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 Company 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 and forward -looking information made in this news release concerning
Western Exploration, please refer to the continuous disclosure record of Western Exploration (including
the Offering Document) on SEDAR+ (www.sedarplus.ca) under Western Exploration's issuer profile. 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 o r other regulatory authority has approved or
disapproved the information contained herein.