Western Resources Corp. — Capital/Financing Update 2022

May 4, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Corporation:

Western Resources Corp. (" WRX " or the " Company ") 666 Burrard Street, Suite 2500 Vancouver, British Columbia V6C 2X8

2. Date of Material Change:

April 28, 2022

3. News Release:

A news release with respect to the material change referred to in this material change report was issued by the Company on April 28, 2022 through GlobeNewswire and subsequently filed on SEDAR.

4. Summary of Material Change:

Western Resources Corp. announced that its wholly owned subsidiary, Western Potash Corp. (“Western”), has entered into a C$85,000,000 term loan facility financing transaction (the "Loan Transaction") with Appian Capital Advisory LLP (“Appian”). The Loan Transaction was negotiated at arm's length and will not materially affect control of the Company. Proceeds of the Loan Transaction will enable Western to continue and complete the remaining construction and development of the Milestone Phase I Project (the “Project”), pay out existing creditors and for general and administrative expenses of the Project.

The Company is also pleased to announce that further to its previously announced equity investment of C$80,000,000 (the “Equity Transaction”) by Vantage Chance Limited (“Vantage”) in Western Potash Holdings Corp. (“WPHC”), a wholly owned subsidiary of the Company, Vantage has confirmed its receipt from Industry Canada that no national security notice has been sent and no notice will be forthcoming under Investment Canada Act. The Company expects the Equity Transaction will close in May 2022.

5. Full Description of Material Change:

5.1 Full Description of Material Change

The Loan Transaction includes:

1. a six-year term loan facility of up to USD equivalent of C$85,000,000, at an interest rate of 12.5% per annum.

2. the grant of a 1.5% royalty based on the gross revenue of the Project to Appian; and

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1. the issuance to Appian by the Company of 20,774,030 warrants ("Warrants") as part of the consideration for the Facility, which will allow Appian, after exercise, to acquire up to 20,774,030 common shares of Company, which currently represents 11.1% of the Company's issued and outstanding common shares, and will represent up to 9.9% of the Company’s issued and outstanding common shares on a post-transaction basis. The main terms of the Warrants are as follows:

   • a. The Warrants can be exercised by cash or without cash consideration (cashless exercise pursuant to the formula set out in the TSX Company Manual).

   • b. The exercise price of the warrants is $0.2834, representing a 25% discount to the 5-day VWAP on April 28, 2022, the execution date of the Facility Agreement.

   • c. The term of the Warrants are 6 years from the closing of the Loan Transaction.

   • d. If the Company share price reaches at least C$0.50/share above exercise price for 5 consecutive trading days (to be adjusted for customary anti-dilution provisions), Appian will be required to exercise (via cash or cashless exercise) within 5 business days, subject to Appian being legally permitted to exercise.

   • e. The form of Warrants certificate contains customary anti-dilution provisions.

The exercise price of the Warrants is less than the market price of the common shares at the date of the Facility Agreement and as such requires shareholders' approval pursuant to Section 607(i) of the TSX Company Manual.

The Company is relying on an exemption from holding a meeting of shareholders as its majority shareholder Tairui Mining Inc. ("Tairui"), which holds 56.55% of the total issued and outstanding common shares of the Company as of the date hereof, will provide a written consent, pursuant to Section 604(d) of the TSX Company Manual. Tairui is familiar with the terms of the Transaction and is in favour of it. The Facility Agreement and other material documents of the Loan Transaction will be filed and available under the Company’s profile on SEDAR at www.sedar.com.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Subsection 7.1(2) of National Instrument 51-102:

Not applicable

7. Omitted Information:

Not applicable.

8. Executive Officer:

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Jerry Zhang Chief Administrative Officer Western Resources Corp. Telephone: (306) 924-9378 Email: jerry@westernresources.com

9. Date of Report

May 4, 2022.