Western Star Resources Secures $5,000,000 Institutional Equity Capital Facility
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES
News Release
Western Star Resources Secures $5,000,000 Institutional Equity
Capital Facility
January 2, 2023 – Western Star Resources Inc. (CSE: WSR) (“Western Star ” or the
“Company”) is pleased to announce that it has secured its previously announced equity
drawdown facility from Crescita Capital LLC (“Crescita Capital”) in the aggregate amount
of up to $5,000,000 (the “Equity Investment Facility ”), representing major institutional
backing for Western Star.
Blake Morgan, CEO of Western Star, states “We are thrilled to be receiving this level of
institutional backing in our first year of listing. The plan is simple - explore and drill . Our
Western Star Property has drill permits in place and 6 kms of surface mineralisation with
some bonanza grades. Our Yukon Property has multiple discoveries, impressive high-grade
zones and is road accessible, keeping drilling cost s low. We now have the funding to
aggressively attack these assets that we feel are world class and under-explored.”
The Equity Investment Facility is in the aggregate amount of $5 million and Western Star
will have three years to utilize the $5 million to expand and develop its assets.
Western Star can draw down funds from the Equity Investment Facility from time to time
during the three-year term at its discretion by providing a notice to Crescita Capital ( a
“Drawdown Notice ”) and issuing common shares to Crescita Capital in exchange (each
drawdown, a “ Private Placement ”). The shares issued in connection with any Private
Placement will be priced at 85% of the average closing bid price resulting from the following
ten days of trading after the Drawdown Notice (the “Pricing Period”), subject to the pricing
requirements of the Canadian Securities Exchange (the “ CSE”). The Drawdown Notice
amount requested by Western Star cannot exceed 500% of the average daily trading
volume of the Pricing Period.
The Equity Investment Facility is being made available pursuant to an amended and
restated investment and advisory agreement (the “Agreement”) between the Company and
Crescita Capital, pursuant to which Crescita Capital will also provide certain advisory
services to the Company (the “ Services). Pursuant to the Agreement, i n consideration for
making the Equity Investment Facility available to the Company , the Company paid a
commitment fee to Crescita Capital by issuing (i) 1,666,666 common shares at a deemed
price of $0.15 per share (the “ Fee Shares”) and (ii) 942,800 transferrable warrants of the
Company, each warrant to be exercisable at $0.15, subject to adjustment, for three years
(the “Fee Warrants” and, together with the Fee Shares, the “Commitment Fee”). The Fee
Warrants will vest and become exercisable on a one-to-one basis with each common share
issued to Crescita Capital under Private Placements from time to time. In addition, the
Company paid an initial $2,500 consulting fee to Crescita Capital in consideration for the
Services provided to date, which was satisfied through the issuance of 16,666 common
shares at a deemed price of $0.15 per share (the “Consulting Fee Shares”).
All securities issued to Crescita Capital pursuant to the Agreement will not be subject resale
restrictions under applicable securities laws. The Company has obtained a waiver from the
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CSE in respect of s. 6.1(4)(a) of the CSE’s policies, which would otherwise have required
the application of a 4-month hold period on the Fee Shares and the Consulting Fee Shares.
The Company intends to seek similar waivers for all other securities issued under the Equity
Investment Facility from time to time.
The Company obtained written approval for the Agreement and the transactions
contemplated thereunder from shareholders holding more than 50% of the outstanding
shares of the Company, as required by the policies of the CSE.
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 unless registered under
the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
About Crescita Capital LLC
Crescita Capital is an investment and consultancy group that provides financing and
corporate development services for growth- stage companies in markets around the world
(www.crescitacapital.com)
Additional Information
Western Star Resources Inc. is a mineral exploration and development company. The
Company's objective is to increase shareholder value through the development of
exploration properties using cost -effective exploration practices, acquiring further
exploration properties, and seeking partnerships by either joint venture or sale with industry
leaders. The Company currently owns the Western Star Property group, composed of nine
non-surveyed contiguous mineral claims totalling 2,797 hectares, located within the
Revelstoke mining division of British Columbia, approximately 50 kilometres southeast of
Revelstoke, B.C . and roughly 10 kilometres north of the abandoned community of
Camborne. Access to the Camborne area is via paved highway from either Revelstoke or
Nakusp. Access to the property area is best via helicopter from Revelstoke or Nakusp.
Additional information about the Company is available on SEDAR + at www.sedarplus.ca
under the Company's profile.
Contact Information:
Blake Morgan, CEO and Director
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this
press release.
Certain of the statements made and information contained herein may constitute "forward-looking information." In
particular, references to the Agreement, future drawdowns under the Agreement, benefits to the Company of the
Agreement, the Services, application of the CSE 4-month hold period to securities issued pursuant to the Agreement,
and future work programs of the Company are subject to risks associated with operations on the property, exploration
activity generally, equipment limitations and availability, as well as other risks that we may not be currently aware of.
Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under
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applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward- looking
information, whether as a result of new information, future events or otherwise.