Western Completes "Go Public" Transaction via Reverse Takeover of Crystal PEAK and Launches "Western Exploration Inc."
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Dissemination in the United States
WESTERN COMPLETES "GO PUBLIC" TRANSACTION VIA REVERSE TAKEOVER
OF CRYSTAL PEAK AND LAUNCHES "WESTERN EXPLORATION INC."
Toronto, December 22, 2021 – Western Exploration Inc. (" Western Exploration ") is pleased to
announce the successful completion of its "go public" transaction by way of a reverse takeover (the
"RTO") of Crystal Peak Minerals Inc. ("Crystal") under the policies of the TSX Venture Exchange (the
"TSXV"). The RTO was implemented pursuant to a statutory plan of arrangement under the Business
Corporations Act (British Columbia) (the "Arrangement"). It is anticipated that the common shares of
Western Exploration (the "WEX Shares") will begin trading on the TSXV under the symbol "WEX" in
early January 2022. In this news release, references to the " Resulting Issuer " and " Western
Exploration" are to Crystal after the closing of the RTO.
Darcy Marud, Chief Executive Officer and Di rector of Western Exploration commented: "We are
pleased to announce the l aunch of Western Exploration Inc. wh ich marks a significant milestone to
our vision of being a premier precious metals exploration company in Nevada focused on the
advancement of the Aura Project. I am thrilled to be leading this company in its next chapter. I would
like to convey my appreciation to our employees, investors, advis ors and stakeholders for all their
support through this important milestone".
Closing of RTO
Earlier today, Western Explorat ion Inc. closed the Arrangement, pursuant to which, among other
things, WEX Holdings Inc., and 133 1971 B.C. Ltd, a wholly-owned subsidiary of Crystal, were
amalgamated by way of a tri angular amalgamation under the Business Corporations Act (British
Columbia) (the "Amalgamation") to form "Amalco". Upon the Amalgamation and pursuant to the plan
of arrangement, shareholders of WEX Holdings Inc., previously members of Western Exploration LLC,
exchanged its common shares of WEX Holdings Inc. for WEX Shares, which resulted in a "Reverse
Take-Over" of Western Exploration under the po licies of the TSXV. Following the amalgamation and
escrow release, Amalco was merged into Western Exploration by wa y of a voluntary dissolution, in
accordance with the plan of arrangement.
Pursuant to the Arrangement, Crystal (now the Resu lting Issuer) also comple ted a consolidation of
Crystal's common shares, on the basis of a ratio of one (1) post-consolidation Crystal shares for each
363.30 pre-consolidation Crystal shares (the " Consolidation") and Crystal changed its name from
"Crystal Peak Minerals Inc." to "Western Exploration Inc." (the "Name Change").
Prior to the completion of the RTO, on Dece mber 15, 2021, Crystal held the annual and special
meeting of shareholders, whereby shareholders of Crystal appr oved, among other things, the
continuance of Crystal from Yuk on to British Columbia (the " Continuance") and the Arrangement.
Crystal completed the Continuance on December 15, 2021. The RTO remains subject to the final
approval of the TSXV, contingent on the Resulting Issuer meeting ce rtain conditions required by the
TSXV.
Further details regarding the RTO, the Arrangem ent and the Resulting Iss uer (including details
regarding the Consolidation, the Name Chang e and the Continuance) are described in the
management information circular of Crystal dated November 12, 2021 (the "Circular"), a copy of which
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is available on SEDAR (www.sedar.com) under Western Exploration's issuer profile.
Conversion of Subscription Receipts
On December 22, 2021, pursuant to the Arrangem ent, upon satisfaction of the escrow release
conditions, an aggregate of 2,248,936 subscription receipts of Crystal issued under the C$6 million
concurrent financing of Crystal t hat closed on October 13, 2021 (the " Subscription Receipt
Financing") were converted, on a one-for-one basis, into an aggregate of 2,248,936 WEX Shares and
2,248,936 common share purchase warrants of Western Exploration (the "WEX Warrants"), and the
net subscription proceeds were released from escrow. Each WEX Warrant entitles the holder thereof
to acquire one WEX Share at a price of C$3.975 per share for a period of 24 months from the closing
of the Subscription Receipt Financing.
Management and Board Reconstitution
Effective upon closing of the RTO, the Board of Directors of Western Exploration Inc. was reconstituted
to consist of: Marceau Schlumber ger (Chair); Brian Kennedy (Lead Director); Gerard Munera, John
Rogers, Nicolas Schlumberger and Darcy Marud.
Effective upon closing of the RTO, management of Western Exploration was reconstituted to consist
of: Darcy Marud (Director and Chief Executive Offi cer); Curtis Turner (Chief Financial Officer); and
Jacob Fainzilberg (Corporate Secretary).
Other Corporate Updates
In connection with the completion of the RTO, MNP LLP has been appointed as the auditor of Western
Exploration.
Required Early Warning Report Disclosure and Escrowed Securities
Golkonda LLC
In connection with the consider ation securities issued pursuant to the Amalgamation and the
Arrangement, following completion of the RTO, Golkonda LLC ("Golkonda"), previously a member of
Western Exploration LLC and a shareholder of WEX Holdings Inc. holds beneficial ownership and
control over 19,969,391 WEX S hares, representing approximat ely 65.6% of the issued and
outstanding WEX Shares. Prior to the RTO, Golk onda did not hold any securities of Western
Exploration (formerly, Crystal). An early warning report will be filed by Golkonda in respect of Western
Exploration with applicable Canadian securities regulatory authorities. To obtain a copy, please
contact Golkonda, c/o Coral Reef Capital LLC, at 1 Rockefeller Centre Suite 2330, New York, NY
10020, USA, Telephone: 646-599-9677. A copy of the early warn ing report filed by Golkonda will be
available on SEDAR (www.sedar.com) under the issuer profile of Western Exploration.
Golkonda acquired the WEX Shares for investment purposes. Depending on market conditions and
other factors, Golkonda may, from time to ti me, acquire additional WEX Shares, common share
purchase or other securities of We stern Exploration or dispose of some or all of the WEX Shares,
common share purchase warrants or other securities of Western Exploration that it owns at such time.
Agnico Eagle Mines Limited
In connection with the consider ation securities issued pursuant to the Amalgamation and the
Arrangement, following completion of the RTO, A gnico Eagle (USA) Limited (a wholly-owned
subsidiary of Agnico Eagle Mines Limited (" Agnico")), previously a member of Western Exploration
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LLC and a shareholder of WEX Holdings Inc., holds beneficial ownership and control over 5,442,191
WEX Shares and 746,668 common s hare purchase warrants of We stern Exploration (the " WEX
Agnico Warrants "), representing approximately 17.9% on a non-diluted basis and 19.8% on a
partially-diluted basis. Each WEX Agnico Warrant entitles the holder thereof to acquire a WEX Share
for US$2.67 per WEX Share until May 15, 2023. Prior to the RTO, Agnico did not hold any securities
of Western Exploration (formerly, Crystal). An early warning will be filed by Agnico in respect of
Western Exploration with applicable Canadian securiti es regulatory authorities. A copy of the early
warning report filed by Agnico will be available on SEDAR ( www.sedar.com) under the issuer profile
of Western Exploration. To obtai n a copy of the early warning r eport, please contact Agnico Eagle
Mines Limited, Attention: Jean-Marie Clouet, 145 King Street East, Suite 400, Toronto, Ontario, M5C
2Y7, Telephone: 416-947-1212.
Agnico acquired the WEX Shares and the WEX Agnico Warrants for investment purposes. Depending
on market conditions and other factors, Agnico may, from time to time, acquire additional WEX Shares,
common share purchase warrants or other securities of Western Exploration or dispose of some or all
of the WEX Shares, common share purchase warrants or other securities of Western Exploration that
it owns at such time.
Agnico and Western Exploration (formerly Crystal P eak Minerals Inc.) entered into an investor rights
agreement effective as of December 22, 2021, purs uant to which Agnico wa s granted certain rights,
provided Agnico maintains certain ownership thresholds in Western Exploration and satisfies certain
other conditions, including: (i) the ri ght to participate in equity financings in order to maintain its pro
rata ownership in Western Exploration at the time of such financing or acquire up to a 19.9% ownership
interest in Western Exploration; and (ii) the right (which Agnico has no present intention of exercising)
to nominate one person (and in the case of an increase in the size of the board of directors of Western
Exploration to eight or more directors, two persons) to the board of directors of Western Exploration.
Western Exploration's head office is located at Suite 140, 121 Woodland Avenue, Reno, Nevada,
USA. Agnico is a senior gold mining company organized under the laws of Ontario with a head office
located at 145 King Street East, Suite 400, Toronto, Ontario, Canada.
Escrowed Securities
The WEX Shares beneficially owned and controlled by Golkonda, Agnico and each of the director and
officer of Western Exploration are subject to escrow pursuant to TSXV policies (the " Exchange
Escrow"). Details of the Exchange Escrow and the respec tive holdings of persons subject to such
escrow is outlined in the Circul ar and the related escrow agreement will be available on SEDAR
(www.sedar.com) under Western Exploration's issuer profile.
Advisors
Bennett Jones LLP is legal counsel to Western Exploration LLC and Western Exploration. Osler,
Hoskin & Harcourt LLP is legal counsel to Crystal. Cassels Brock & Blackwell LLP is legal counsel to
the agents of the Subscription Receipt Financing.
About Western Exploration Inc.
Western Exploration Inc. is a well-capitalized, Nevada-focused previous metals exploration company,
aiming to be a premier gold and silver developmen t company in North America. The company was
born out of a 25-year history of advancing explorat ion projects in Nevada as a private company. Its
principal asset is the Aura gold silver project located in Elko County, Nevada approximately 120
kilometers north of the city of Elko, Nevada.
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For further information about Western Exploration Inc., please contact:
Darcy Marud, CEO
Telephone: (775) 329-8119
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 forward ‐looking statements. Forward ‐looking statements are not
guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan",
"anticipate", "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. Informati on contained in forward ‐looking statements, including with respect to the
anticipated trading date of the WEX Shares, the receipt of final TSXV approval, and the future
production of mines, is based upon certain material assumptions t hat were applied in drawing a
conclusion or making a forecast or projection, including management's perceptions of historical trends,
current conditions and expected futu re developments, the operation and work programs of the Aura
gold silver project, as well as ot her considerations that are be lieved to be appropriate in the
circumstances. Western Exploration considers its respective assumptions to be reasonable based on
information currently available, but cautions the reader that its assumpti ons regarding future events,
many of which are beyond the cont rol of Western Exploration, may ultimately prove to be incorrect
since they are subject to risks and uncertainties that affect Western Exploration, and its businesses.
For additional information with respect to thes e and other factors and assumptions underlying the
forward‐looking statements made in this news releas e concerning Western Ex ploration, see the
Circular available electronically under West ern Exploration's issuer profile on SEDAR
(www.sedar.com). The forward ‐looking statements set forth herei n concerning West ern 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 TSXV nor its Regulation Services Provid er (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. No stock
exchange, securities commission or other regulat ory authority has approved or disapproved
the information contained herein.