Western Metallica Resources Corp. Announces Consolidation and Shares-for- Debt Transaction
Western Metallica Resources Corp. Announces Consolidation and Shares-for-
Debt Transaction
TORONTO--(BUSINESS WIRE)--July 10, 2026--Western Metallica Resources Corp. (TSXV:
WMS) (“Western Metallica” or the “Company”) is pleased to announce that it has completed a
share consolidation of its common shares (“Common Shares”) on the basis of three (3) pre-
consolidation Common Shares for each one (1) post-consolidation Common Share (the
"Consolidation") effective as of July 10, 2026 (the “Effective Date”). The Consolidation is
intended to optimize its capital structure and enhance the long-term value for the shareholders.
Additionally, the Company has completed its previously announced shares-for-debt transaction
(the “Shares-for-Debt Transaction”). Pursuant to the shares-for-debt agreement entered into on
May 14, 2026 (the “Shares-for-Debt Agreement”), the Company issued an aggregate of
2,466,667 post-Consolidation Common Shares (representing 7,400,000 pre-Consolidation
Common Shares) at a deemed price of $0.15 per post-Consolidation Common Share (or $0.05
per pre-Consolidation Common Share).
Consolidation
The new CUSIP number is 95861P300 and the new ISIN number is CA95861P3007. Following
the Consolidation and prior to completion of the Shares-for-Debt Transaction, the Company had
approximately 2,812,060 Common Shares issued and outstanding. No fractional Common Shares
were issued as a result of the Consolidation. Any fractional Common Share resulting from the
Consolidation was cancelled.
The Company’s registered shareholders hold their common shares in the Direct Registration
System (“DRS”) and, as such, are not required to submit a letter of transmittal or surrender share
certificates. Registered shareholders will automatically receive updated DRS statements from the
Company's transfer agent, Endeavor Trust Corporation, reflecting the number of post-
consolidated common shares to which they are entitled. Non-registered shareholders holding
common shares of the Company through an intermediary (a securities broker, dealer, bank or
financial institution) should be aware that the intermediary may have different procedures for
processing the Consolidation than those that will be put in place by the Company for registered
shareholders. If shareholders hold their common shares of the Company through intermediaries
and have questions in this regard, they are encouraged to contact their intermediaries.
The Company obtained TSXV final approval for the Consolidation on July 8, 2026 and obtained
approval of the Company’s shareholders at the annual and special meeting of the Company held
on June 25, 2026.
Shares-for-Debt Transaction
The Shares-for-Debt Agreement was entered into by the Company and Greg Duras, the Chief
Executive Officer and director of the Company. The Shares-for-Debt Transaction settled
indebtedness owing by the Company to Mr. Duras (the “Loans”) pursuant to (a) an unsecured
loan agreement between the Company and Mr. Duras dated January 24, 2025 (the “Loan
Agreement”) and (b) an unsecured promissory note issued by the Company to Mr. Duras dated
April 30, 2026 (the “Promissory Note”).
The Shares-for-Debt Transaction resulted in full and final settlement of outstanding indebtedness
under the Loan Agreement and partial settlement of the outstanding indebtedness under the
Promissory Note in the aggregate amount of $370,000. The Shares-for-Debt Transaction was
undertaken by the Company in order to strengthen the Company’s balance sheet and to enhance
financial flexibility for future growth initiatives. Following the completion of the Shares-for-
Debt Transaction, the Company has 5,278,727 Common Shares issued and outstanding.
The Common Shares issued pursuant to the Shares-for-Debt Transaction are subject to a
statutory hold period expiring four months and one day from the date of issuance in accordance
with applicable Canadian securities laws. Completion of the Shares-for-Debt Transaction
remains subject to TSXV final acceptance.
Each of the Loans and the Shares-for-Debt Transaction constituted a “related party transaction”
as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special
Transactions (“MI 61-101”), as Mr. Duras is a director and officer of the Company. The
Company has determined that the Loans and the Shares-for-Debt Transaction were exempt from
formal valuation and minority approval requirements pursuant to Section 5.5(b), Section 5.7(f)
and 5.7(g) of MI 61-101.
The Shares-for-Debt Transaction resulted in Mr. Duras becoming a “control person” of the
Company under applicable Canadian securities laws. Accordingly, pursuant to the policies of the
TSXV, the Company obtained disinterested shareholder approval for Mr. Duras becoming a
control person of the Company at the annual and special meeting of the Company’s shareholders
held on June 25, 2026.
About Western Metallica Resources Corp.
Western Metallica is an Ontario company with its head office in Toronto, Ontario. Western
Metallica is in the business of mineral resource exploration and development, its principal asset
is its 100% owned Penedela Gold Property in the “Navelgas Gold Belt” in Asturias, Spain.
Western Metallica also has an interest in two other Spanish gold projects in the “Navelgas Gold
Belt” in Asturias (Valledor and Sierra Alta) and one project located in Andalucia (Nueva Celti).
Further information of the Company can be found at: www.westernmetallica.com.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information that involves substantial known and
unknown risks and uncertainties, most of which are beyond the control of Western Metallica
Corp. Forward looking statements are subject to risks and uncertainties that may cause actual
results, performance or developments to differ materially from those contained in the statements,
including risks related to factors beyond the control of the Company. The forward-looking
information contained in this press release, includes, but is not limited to, the expected benefits
of the Consolidation and the Shares-for-Debt Transaction and final approval by the TSXV of the
Shares-for-Debt Transaction. Although Western Metallica Corp. believes that the assumptions
and factors used in preparing the forward-looking information in this news release are
reasonable, undue reliance should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that such events will occur in the
disclosed time frames or at all. Western Metallica Corp. disclaims any intention or obligation to
update or revise any forward-looking information, whether as a result of new information, future
events or otherwise, other than as required by law.
This News Release contains forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of
these terms or other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by these
forward-looking statements.
Although the Company believes that the assumptions and factors used in preparing the forward-
looking information in this news release are reasonable, undue reliance should not be placed on
such information, which only applies as of the date of this news release. The Company disclaims
any intention or obligation to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, other than as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Contacts
Western Metallica Resources Corp.
Gregory Duras
Chief Executive Officer
Email: [email protected]
Investor Relations
Email: [email protected]