Western Resources Corp. — Capital/Financing Update 2024

Jan 5, 2024

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:

December 27, 2023

3. News Release:

News release with respect to the material change referred to in this material change report was issued by the Company on December 27, 2023 through GlobeNewswire and subsequently filed on SEDAR.

4. Summary of Material Change:

On December 27, 2023, the Company announced that Western Potash Corp. (" Western Potash "), the Company's wholly owned subsidiary, has issued the CAD$10 million exchangeable debenture (the " Exchangeable Debenture ") to Vantage Chance Limited (" Vantage "), pursuant to an exchangeable debenture subscription agreement entered into with Vantage on August 15, 2023 (the “ Transaction ”)

5. Full Description of Material Change:

5.1 Full Description of Material Change

Pursuant to the Exchangeable Debenture, within one year from the date of final operational completion date of Milestone Phase 1 Project, Vantage may choose to exercise an option to assign all or a portion of the outstanding principal amount, together with any accrued and unpaid interest (the “ Exchangeable Amount ”), to the Company, in exchange for such number of the Company’s common shares (the “ Exchange Shares ”) equal to the Exchangeable Amount divided by the Exchange Price then in effect, subject to a maximum number of 40,868,047 Exchange Shares (representing 10% of the total issued and outstanding WRX common shares on a nondiluted basis on the issue date) being issuable to Vantage. The Exchange Price is a price per common share of the Company equal to the 5-day volume weighted average trading price of the common shares of the Company immediately preceding the date that the exchange occurs. To the extent that the 40,868,047 Exchange Shares are insufficient to satisfy the entire Exchangeable Amount based on the then Exchange Price, any remaining Exchangeable Amount will be paid by Western Potash in cash.

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The purpose of the Transaction is to allow Western Potash to further enhance the production readiness of its Milestone Phase 1 Project. Vantage is a Hong Kong based private investment company that currently owns 53.76% of the issued and outstanding shares of the Company. The Transaction will not materially affect control of the Company.

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:

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

9. Date of Report

January 5, 2024.