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     103  0 Kommentare Western Exploration Amends Articles to Change Name of Listed Shares to "Variable Voting Shares"

    Western Exploration Inc. (the "Corporation" or "Western Exploration") (TSXV: WEX) (OTCQX: WEXPF) today announces that, in response to regulatory feedback, it has amended its notice of articles to change the identifying name of its outstanding class of shares from "Common Shares" to "Variable Voting Shares" (the "Amendment"). The Amendment will not have any impact on the rights of shareholders of the Corporation and the Variable Voting Shares will continue to be listed and posted for trading on the TSX Venture Exchange under the symbol "WEX".

    The purpose of the Amendment is to clarify to current and prospective shareholders of Western Exploration that the outstanding class of listed shares of the Corporation is subject to a Voting Reduction (as defined herein), which Voting Reduction is necessary to ensure that the Corporation can preserve its status as a foreign private issuer (a "FPI") under United States securities law, thereby allowing the Corporation to significantly reduce compliance costs in the United States. See below under the heading "Background on Voting Reduction" for additional information.

    Background on Voting Reduction

    In order to preserve its status as a FPI, the Corporation must, among other things, ensure that not more than 50% of the outstanding voting securities of the Corporation (the "FPI Threshold") are held, directly or indirectly, by residents of the United States ("U.S. Residents"). Therefore, as a mechanism to preserve the Corporation's status as a FPI, shareholders of the Corporation adopted new articles on December 15, 2021, which became effective in conjunction with the "reverse take-over" transaction that resulted in the "go-public" of Western Exploration, to implement its variable voting structure whereby the aggregate voting power of the shares held of record by U.S. Residents can be reduced in the event the FPI Threshold is exceeded (the "Voting Reduction").

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    If the Voting Reduction is triggered, then the Variable Voting Shares held by U.S. Residents (which, for the avoidance of doubt, are the only shares subject to the Voting Reduction) will be treated as a separate series of Variable Voting Shares only for the purposes of voting, and will be called the "Restricted Voting Shares". The Restricted Voting Shares will be voted, together with the Variable Voting Shares, as a single class, on all matters, and will have the same rights in respect of distribution on dissolution and dividends as any Variable Voting Shares, except that the vote attached to each Restricted Voting Share held by U.S. Residents will be reduced proportionately in accordance with the Voting Reduction. The Voting Reduction will not be in effect at such time as no more than 50% of all outstanding Variable Voting Shares are held by U.S. Residents. For the avoidance of doubt, Restricted Voting Shares are a notional concept and may not be purchased by investors or listed on any recognized stock exchange. To that end, the Restricted Voting Shares will only be deemed to exist for the purpose of maintaining the Corporation's FPI status, with the Voting Reduction being measured at various points in time, including certain specified dates for reporting purposes and as at the record date for determining which shareholders are entitled to receive notice of and vote at the Corporation's shareholders' meetings.

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    Western Exploration Amends Articles to Change Name of Listed Shares to "Variable Voting Shares" Western Exploration Inc. (the "Corporation" or "Western Exploration") (TSXV: WEX) (OTCQX: WEXPF) today announces that, in response to regulatory feedback, it has amended its notice of articles to change the identifying name of its outstanding class …