Vantage Chance Limited ("Vantage"), announced that it has completed its strategic investment into Western Potash Holdings Corp. ("WPH") pursuant to a subscription agreement among Vantage, Western Resources Corp. (TSX: WRX) ("WRX"), WPH and Western Potash Corp., dated February 16, 2022, as amended on May 20, 2022 and July 29, 2022 (the "Subscription Agreement") whereby Vantage acquired 157,325,071 common shares in WPH ("WPH Shares"), representing approximately 54% of the outstanding shares of WPH, for $80,000,000 (the "Investment").
Under the Subscription Agreement, upon completion of the Investment, Vantage and WRX each received the right to exercise an option (the "Option"), subject to acceptance by WRX (where the Option is exercised by Vantage) or by Vantage (where the Option is exercised by WRX), as applicable, and the fulfillment of certain other conditions (including approval by the Toronto Stock Exchange and approval by the shareholders of WRX), to exchange all 157,325,071 WPH Shares held by Vantage into common shares of WRX ( "WRX Shares").
The Option is exercisable by WRX or Vantage within 180 days of the completion of the Investment (the "Option Period").
If the Option is exercised and the conditions for completing the Option exercise are satisfied, Vantage would obtain ownership and control over 219,726,258 WRX Shares, representing approximately 53.79% of the issued and outstanding WRX Shares calculated on a non-diluted basis as of the date of this news release.
Accordingly, as of today, pursuant to applicable Canadian securities laws, Vantage is deemed to be the beneficial owner of securities convertible into WRX Shares that constitute 10% or more of the outstanding WRX Shares. Prior to the completion of the Investment, Vantage beneficially owned or controlled, directly and indirectly, no WRX Shares or securities convertible into WRX Shares.
Vantage expects to exercise the Option within the Option Period.
Vantage acquired the WPH Shares and the Option for investment purposes. Vantage may from time to time acquire securities of WRX in accordance with applicable securities regulations, depending on a number of factors, including general market and economic conditions and other available investment opportunities.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the related early warning report will be filed with the applicable securities commissions and be available under WRX's profile on SEDAR at www.sedar.com, and may also be obtained by contacting Vantage Chance Limited at 011-852-96997777. Vantage's registered office is located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
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