Western Exploraton Amends Articles to Change NAME of Listed Shares to "Variable Voting Shares"
WESTERN EXPLORATON AMENDS ARTICLES TO
CHANGE NAME OF LISTED SHARES TO "VARIABLE VOTING SHARES"
Vancouver, British Columbia – October 24, 2022 – Western Exploration Inc. (the
"Corporation" or " Western Exploration ") (TSXV: WEX) (OTCQX: WEXPF) today announces
that, in response to regulatory feedback, it has amended its notice of articles to change the
identifying name of its outstanding class of shar es from "Common Shares" to "Variable Voting
Shares" (the " Amendment"). The Amendment will not have any impact on the rights of
shareholders of the Corporation and the Variable Voting Shares will continue to be listed and
posted for trading on the TSX Venture Exchange under the symbol "WEX".
The purpose of the Amendment is to clarify to current and prospective shareholders of Western
Exploration that the outstanding class of listed shares of the Corporation is subject to a Voting
Reduction (as defined herein), which Voting Reduction is necessary to ensure that the
Corporation can preserve its status as a foreign private issuer (a " FPI") under United States
securities law, thereby allowing the Corporation to significantly reduce compliance costs in the
United States. See below under the heading "Background on Voting Reduction" for additional
information.
Background on Voting Reduction
In order to preserve its status as a FPI, the Corporation must, among other things, ensure that
not more than 50% of the outstanding voting securities of the Corporation (the " FPI Threshold")
are held, directly or indirectly, by residents of the United States ("U.S. Residents"). Therefore, as
a mechanism to preserve the Corporation's status as a FPI, shareholders of the Corporation
adopted new articles on December 15, 2021, which became effective in conjunction with the
"reverse take-over" transaction that resulted in the "go-public" of Western Exploration, to
implement its variable voting structure whereby the aggregate voting power of the shares held of
record by U.S. Residents can be reduced in the event the FPI Threshold is exceeded (the "Voting
Reduction").
If the Voting Reduction is triggered, then the Variable Voting Shares held by U.S. Residents
(which, for the avoidance of doubt, are the only s hares subject to the Voting Reduction) will be
treated as a separate series of Variable Voting Shares only for the purposes of voting, and will be
called the "Restricted Voting Shares". The Restricted Voting Shares will be voted, together with
the Variable Voting Shares, as a single class, on all matters, and will have the same rights in
respect of distribution on dissolution and dividends as any Variable Voting Shares, except that
the vote attached to each Restricted Voting Share held by U.S. Residents will be reduced
proportionately in accordance with the Voting Reduction. The Voting Reduction will not be in effect
at such time as no more than 50% of all outstanding Variable Voting Shares are held by U.S.
Residents. For the avoidance of doubt, Restricted Voting Shares are a notional concept and may
not be purchased by investors or listed on any recognized stock exchange. To that end, the
Restricted Voting Shares will only be deemed to exist for the purpose of maintaining the
Corporation's FPI status, with the Voting Reduction being measured at various points in time,
including certain specified dates for reporting purposes and as at the record date for determining
which shareholders are entitled to receive notice of and vote at the Corporation's shareholders'
meetings.
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Based on the Corporation's most recent review of U.S. Resident shareholdings, the Voting
Reduction has been triggered and is currently effective as an estimated (i) 23,371,969 Variable
Voting Shares are held by U.S. Residents (collectively, the " U.S. Shareholders"), representing
approximately 76.2% of the aggregate voting power of all outstanding Variable Voting Shares,
and (ii) 7,294,323 Variable Voting Shares are held by Canadian residents or residents of other
international jurisdictions other than the United States (collectively, the " Non-U.S.
Shareholders"), representing approximately 23.8% of the aggregate voting power of all
outstanding Variable Voting Shares. As such, in order to preserve the Corporation's status as a
FPI, the Voting Reduction has the effect of proportionally reducing the voting power attached to
each Variable Voting Share held by a U.S. Resident to 0.312 of one vote such that the aggregate
voting power of all outstanding Variable Voting Shares held by such U.S. Residents will be
reduced from 23,371,969 votes to 7,292,054 votes. In other words, a holder of 100 Variable Voting
Shares has 31.2 votes after giving effect to the Voting Reduction.
For greater certainty, the Voting Reduction is not intended to limit the proportionate voting power
of Non-U.S. Shareholders, however, any reduct ion in the proportionate voting power of U.S.
Residents by operation of the Voting Reduction will result in a corresponding increase in the
proportionate voting power of Non-U.S. Shareholders in accordance with the FPI definition under
United States securities laws.
Voting Reduction Procedures
In order to determine whether the Voting Reduction has been triggered and, if so, the voting power
attaching to each Restricted Voting Share at certain specified dates, the Corporation will obtain
geographic reports and a register of shareholders from its transfer agent (collectively, the
"Geographical Reports "). Such Geographical Reports will, among other things, provide the
Corporation with the information needed to determine the number and percentage of Variable
Voting Shares held by U.S. Residents and Non-U.S. Shareholders.
If the Voting Reduction has been triggered (i) Non-U.S. Shareholders will continue to be entitled
to one vote for each Variable Voting Share held, and (ii) U.S. Shareholders will be entitled to a
reduced voting power in respect of each Restricted Voting Share held, to be determined, using
the information contained in the Geographical Reports, by the quotient obtained when (x) the total
number of Variable Voting Shares held by non-U.S. Residents, is divided by (y) the total number
of Restricted Voting Shares held by U.S. Residents.
At each shareholders' meeting of the Corporat ion, Geographical Reports will be obtained as at
the record date for such meeting to determine whether a Voting Reduction has been triggered
and for purposes of the above-noted calculation. Furthermore, to administer the Voting Reduction
for a shareholders' meeting where the Voting Reduction has been triggered, the Corporation will
determine which shares are Variable Voting Shar es (i.e., held by Non-U.S. Shareholders) and
Restricted Voting Shares (i.e., held by U.S. Shareholders) by soliciting information about the
jurisdiction of residence of each voting shareholder by including a residency question in the form
of proxy, voting instruction form or ballot, as the case may be.
Lastly, to provide shareholders with continuous disclosure about the status of the Voting
Reduction, including whether a Voting Reduction would then be triggered, the above-noted
calculations will be determined as at the last day of each period covered by a MD&A of the
Corporation, and included in such MD&A of the Corporation, which will be available on SEDAR
(www.sedar.com) under the Corporation's issuer profile.
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About Western Exploration
Western Exploration is Nevada-focused precio us metals exploration company, aiming to be a
premier gold and silver development company in North America. The Corporation was born out
of a 25-year history of advancing exploration pr ojects 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. Additional information regarding the Corporation and
the Aura gold-silver project is available on the Corporation's website at
www.westernexploration.com or on SEDAR ( www.sedar.com) under the Corporation's issuer
profile.
For more 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 forward ‐looking statements. Forward ‐
looking statements are not guarantees of perform ance. 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 assumptions and estimates of management of the Corporation at the time such
assumptions and estimates were made, and inv olves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of the
Corporation to be materially different from any future results, performance or achievement
expressed or implied by such forward-looking infor mation. Such factors include, among others,
risks relating to the ability of exploration activities (including drilling results), to accurately predict
mineralization; errors in management's geological modelling; the ability of Western Exploration to
complete further exploration activities, including drilling; to obtain additional financing for
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 economic 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; environmental risks; co mmunity and non-governmental actions; the ability
to accurately determine the number and percentage of Variable Voting Shares held by U.S.
Residents; the ability to preserve its status as a FPI. 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
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purchasers of securities of the Corporation 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 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 release concerning Western Exploration, see the
management information circular dated November 12, 2021, available electronically under
Western Exploration's issuer profile on SEDAR ( www.sedar.com). The forward ‐looking
statements set forth herein concerning Wester n 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 or
other regulatory authority has approved or disapproved the information contained herein.