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Western Exploration Inc. Proxy Solicitation & Information Statement 2025

May 12, 2025

42826_rns_2025-05-12_87df8fcd-f13a-49ac-98a2-cbf072c082f7.pdf

Proxy Solicitation & Information Statement

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WESTERN EXPLORATION INC.
121 Woodland Avenue, Suite 140
Reno, Nevada
89523

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the shareholders ("Shareholders") of Western Exploration Inc. (the "Corporation") will be held at the offices of the Corporation located at 121 Woodland Avenue, Suite 140, Reno, Nevada, 89523, United States of America at 11:00 a.m. (Vancouver time) on June 12, 2025. In addition, the Corporation is also providing Shareholders with the option to dial-in and listen (but not vote) at the Meeting by conference call using the following meeting information:

  • Telephone: +1 825-257-5468
  • Phone Conference ID: 612 445 573#
  • Meeting Link: https://teams.microsoft.com/l/meetup-join/19%3ameeting_OTJjZjFkZWMtNDQzNS00YmQ0LThkZWItYTRiYjhmNGUxYTk1%40thread.v2/0?context=%7b%22Tid%22%3a%22ba4f8da5-5a46-4117-bb0f-12bd54df5c93%22%2c%22Oid%22%3a%228c7a1bc7-1ab0-453b-a96d-8c1f03c4c852%22%7d
  • Meeting ID Number: 238 809 643 545 4
  • Meeting Password: VT3bV7Hm

The Meeting will be held for the following purposes:

  1. to receive the audited consolidated financial statements of the Corporation for the financial years ended December 31, 2024 and 2023, together with the report of the auditor thereon;
  2. to set the number of directors at six for the ensuing year;
  3. to elect directors of the Corporation for the ensuing year;
  4. to appoint the auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of the auditor;
  5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of Shareholders, in accordance with the requirements of the TSX Venture Exchange, confirming and approving the omnibus equity incentive plan of the Corporation; and
  6. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Particulars of the foregoing matters are set forth in the management information circular dated May 1, 2025 (the "Circular"). Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters. The Corporation has elected to use the notice-and-access provisions under National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer for the Meeting. The Circular and other relevant materials are available online at https://docs.tsxtrust.com/2364 and on SEDAR+ (www.sedarplus.ca) under the Corporation's issuer profile.

The directors of the Corporation have fixed the close of business on April 23, 2025 as the record date (the "Record Date") for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting. Only


Shareholders whose names have been entered in the register of shareholders as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting.

Shareholders are entitled to vote at the Meeting either in person or by proxy, as described in the Circular under the heading "General Proxy Information". Only registered Shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to attend and vote at the Meeting. For information with respect to Shareholders who own their variable voting shares through an intermediary, see "General Proxy Information – Non-Registered Shareholders" in the Circular.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. To be included at the Meeting, your completed and executed form of proxy must be received by TSX Trust Company by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, by facsimile at (416) 595-9593 or by the internet at www.voteproxyonline.com and entering your 12 digit control number, no later than 11:00 a.m. (Vancouver time) on June 10, 2025 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting) or deposited with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment thereof. Voting instructions may also be provided by internet by following the instructions on the form of proxy.

DATED this 1st day of May, 2025.

BY ORDER OF THE BOARD

(signed) "Darcy Marud"

Director and Chief Executive Officer