Western Completes “Go Public” Transaction via Reverse Take-Over of Crystal Peak and Launches “Western Exploration Inc.”
Toronto, ON (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 common shares of Western Exploration are expected to begin trading on the TSXV under the symbol “WEX” in early January 2022.
Darcy Marud, Chief Executive Officer and Director of Western Exploration commented: “We are pleased to announce the launch of Western Exploration Inc. which 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, advisors and stakeholders for all their support through this important milestone”.
Closing of RTO and C$6 million Subscription Receipt Financing
Western Exploration Inc. closed the Arrangement, pursuant to which, WEX Holdings Inc., and 1331971 B.C. Ltd, a wholly-owned subsidiary of Crystal, were amalgamated (the “Amalgamation”) to form “Amalco”. Pursuant to the plan of arrangement, shareholders of WEX Holdings Inc., previously members of Western Exploration LLC, exchanged their common shares of WEX Holdings Inc. for WEX Shares, which resulted in a “Reverse Take-Over” of Western Exploration under the policies of the TSXV. Following the amalgamation and escrow release, Amalco was merged into Western Exploration by way of a voluntary dissolution, in accordance with the plan of arrangement.
Pursuant to the Arrangement, Crystal (now the Resulting Issuer) also completed 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.” Prior to the completion of the RTO, on December 15, 2021, Crystal held the annual and special meeting of shareholders, whereby shareholders of Crystal approved the Arrangement.
On December 22, 2021, pursuant to the Arrangement, an aggregate of 2,248,936 subscription receipts of Crystal issued under the C$6 million concurrent financing of Crystal that 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, and the net subscription proceeds were released from escrow. Each WEX Warrant entitles the holder 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, Board and Principal Shareholders
Going forward, the Board of Directors of Western Exploration Inc. will consist of Marceau Schlumberger (Chair), Brian Kennedy (Lead Director), Gerard Munera, John Rogers, Nicolas Schlumberger and Darcy Marud. Management of Western Exploration will include Darcy Marud (Director and Chief Executive Officer), Curtis Turner (Chief Financial Officer), and Jacob Fainzilberg (Corporate Secretary).
Following completion of the RTO, Golkonda LLC (“Golkonda”), which is controlled by Coral Reef Capital, holds beneficial ownership and control over 19,969,391 WEX Shares, representing approximately 65.6% of the issued and outstanding WEX Shares. Agnico Eagle (USA) Limited (a wholly-owned subsidiary of Agnico Eagle Mines Limited (“Agnico”)), holds beneficial ownership and control over 5,442,191 WEX Shares and 746,668 common share purchase warrants of Western Exploration, representing approximately 17.9% on a non-diluted basis and 19.8% on a partially-diluted basis. Each WEX Agnico Warrant entitles the holder to acquire a WEX Share for US$2.67 per WEX Share until May 15, 2023.
Agnico and Western Exploration also entered into an investor rights agreement effective as of December 22, 2021, pursuant to which Agnico was granted certain rights including the right 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 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.
The WEX Shares beneficially owned and controlled by Golkonda, Agnico and each of the directors and officers of Western Exploration are subject to escrow pursuant to TSXV policies (the “Exchange Escrow”).
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.
Further details regarding the RTO, the Arrangement and the Resulting Issuer (including details regarding the Consolidation, the Name Change and the Continuance) are described in the management information circular of Crystal dated November 12, 2021 (the “Circular”), a copy of which is available on SEDAR (www.sedar.com) under Western Exploration’s issuer profile.
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 development company in North America. The company was born out of a 25-year history of advancing exploration 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. For more information, please visit www.westernexploration.com.
About Coral Reef Capital
Coral Reef Capital is a New York-based private investment firm that focuses on private equity investments in the energy, materials, metals & mining, and business & industrial services sectors. For more information, please visit www.coralreefcapital.com.