Western Exploration Announces Closing of Private Placement of Units FOR Gross Proceeds of $4.55 Million
WESTERN EXPLORATION ANNOUNCES CLOSING OF
PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $4.55 MILLION
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Reno, Nevada – June 14, 2023 - Western Exploration Inc. (TSXV: WEX; OT CQX: WEXPF) (the " Company"
or " Western Exploration ") is pleased to announce that it has closed its previously announced "best
efforts" private placement offering of an aggregate 2,937,332 units (the " Units") at a price of $1.55 per
Unit for aggregate gross proceeds of $4,552,864.60 (the " Offering"). 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 " Unit Warrant"), with each Unit Warrant entitling
the holder thereof to acquire one variable voting share of the Company (each, a " Warrant Share") at a
price of $2.15 per Warrant Share at any time unt il June 14, 2026, subject to adjustment in certain
circumstances.
The Offering was completed pursuant to the terms of an agency agreement dated June 14, 2023, among
the Company and a syndicate of agents co-led by Ec helon Wealth Partners Inc. and Canaccord Genuity
Corp., as co-lead agents and joint bookrunners, that included Velocity Trade Capital Ltd. (collectively, the
"Agents").
The Company intends to use the net proceeds raised under the Offering for exploration and development
expenditures at the Aura Project in Nevada, and for general corporate purposes.
In consideration for the services provided by the Ag ents in connection with the Offering, the Company
paid an aggregate cash commission of $196,061.13 an d issued an aggregate 126,839 non-transferable
compensation options (the " Compensation Options ") to the Agents. Each Compensation Option is
exercisable to acquire one unit of the Company (each, a "Compensation Option Unit") at a price of $1.55
per Compensation Option Unit, until June 14, 2026. Each Compensation Option 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 warrant entitling the holder to purchase one variable voting share of the Company
at a price of $2.15 per share at any time until June 14, 2026. In addition, in consideration for the provision
of certain finder services to the Company in connec tion with the Offering, the Company also paid an
aggregate cash finder's fee of $34,865,24 and issu ed an aggregate 22,493 finder's options (the " Finder's
Options") to Kilcona Capital Ltd. The Finder's Options were issued on substantially the same terms as the
Compensation Options.
In connection with the Offering, an aggregate 2,681,526 Units 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"). A copy of the offering document under the LIFE Exemption dated May
9, 2023 (the " Offering Document ") is available electronically on SEDAR ( www.sedar.com) under the
Company's issuer profile. All Units issued pursuant to the LIFE Exemption not subject to resale restrictions
in Canada in accordance with applicable Canadian securities laws and the policies of the TSX Venture
Exchange (the "Exchange"). All other securities not issued pursuant to the LIFE Exemption, including the
Compensation Options and the Finder's Options are subject to a statutory hold period in accordance with
- 2 -
applicable Canadian securities la ws, expiring on October 15, 2023. 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 sell any of securities in
the United States. The securities have not been and will not be registered under 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.
About Western Exploration
Born from a 25-year history of advancing exploratio n projects in Nevada as a private company, today
Western Exploration is composed of an experienced te am of precious metals experts that aims to lead
Western Exploration to becoming a premiere gold a nd silver development company in North America.
The Company's principal asset is the 100% owned Au ra gold-silver project, located approximately 120
kilometers/75 miles north of the city of Elko, Nevada, and includes three unique gold and silver deposits:
Doby George, Gravel Creek, and Wood Gulch. Addition al information regarding Western Exploration and
the Aura Project can be found on the Company's website and on SEDAR (www.sedar.com) under the
Company'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. Such forward-looking statements include,
but are not limited to, information in this news release about the use of proceeds of the Offering, the
timing and ability of the Company, if at all, to obtain final acceptance of the Offering from the Exchange
and any other information herein that is not a histor ical fact. These forward-looking statements, by their
nature, require Western Exploration to make cert ain 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. Fo rward-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. This forward-
looking information is based on reasonable assump tions and estimates of management of the Company
at the time such assumptions an d estimates were made, and involves known and unknown risks,
uncertainties and other factors which may cause the ac tual results, performance or achievements of the
Company to be materially different from any future results, performance or achievement expressed or
- 3 -
implied by such forward-looking information. Such fa ctors include, among others , ability of exploration
activities (including drilling results), to accurate ly predict mineralization; errors in management's
geological modelling; the ability of Western Explor ation to complete further exploration activities,
including drilling; to obtain additional financing fo r exploration or development activities on favorable
terms; to continue operations and to expand operations; to identify additional resources and reserves and
to exploit such resources and reserves on an econo mic basis; to main Western Exploration's property
interests in the Aura Project; the results of exploration activities; risks relating to mining activities; the
global economic climate; metal prices; environmenta l risks; community and non-governmental actions.
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 assume s no obligation, to update or revise any such
forward-looking statements or forw ard-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 made in this news rele ase concerning Western Exploration, see the public
disclosure documents (including the Offering Document), available electronically under Western
Exploration's issuer profile on SEDAR (www.sedar.com). The forward-looking statements set forth herein
concerning Western Exploration reflect management's ex pectations as at the date of this news release
and are subject to change after su ch date. Western Exploration discla ims any intention or obligation to
update or revise any forward-looking statements, whethe r as a result of new information, future events
or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Se rvices Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsi bility for the adequacy or accuracy of this news
release. No stock exchange, secu rities commission or other regula tory authority has approved or
disapproved the information contained herein.