Western Metals Corporation Announces Closing of Tender Offer and Merger

Rhea-AI Summary

Western Metals Corporation (OTC: WTLC) has successfully completed its tender offer, acquiring 4,507,572 shares at $0.44 each as of 5:00 p.m. on September 8, 2022. Following this, LOTO Energy II, LLC purchased an additional 2,583,557 shares at the same price and subsequently contributed all shares to WMC Merger Sub, Inc. The merger will result in Western Metals becoming a wholly owned subsidiary of LOTO Energy, with all remaining shares converted to cash at $0.44 each, excluding dissenting shareholders.

Positive

• Completion of tender offer successfully acquiring 4,507,572 shares.
• Share acquisition price set at $0.44 per share, providing liquidity to shareholders.
• Strategic merger positioning Western Metals as a subsidiary of LOTO Energy, potentially enhancing operational capabilities.

Negative

• Shareholders not accepting the cash offer may face uncertainty post-merger.
• No current plans disclosed for future business growth or strategic direction after the merger.

ST. LOUIS--(BUSINESS WIRE)-- Western Metals Corporation (OTC: WTLC) (the “Company”), announced today that it has closed its previously announced tender offer, purchasing 4,507,572 shares of common stock without par value of the Company (“Shares”) at a price of $0.44 per Share in cash at 5:00 p.m., New York City time, on September 8, 2022. LOTO Energy II, LLC (“Parent”) then purchased 2,583,557 new additional Shares from the Company at a price of $0.44 per Share in cash. Parent then contributed all of the Shares it owned to WMC Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent. The Company will merge with and into Merger Sub, with the Company surviving as a wholly owned subsidiary of Parent. In the merger, Shares that are not owned by Parent or Merger Sub or previously purchased in the tender offer (other than dissenting Shares) will be converted into the right to receive $0.44 per Share in cash.

About Western Metals Corporation

Western Metals Corporation is a California corporation that owns and operates two natural gas wells located in Solano County, California.

Forward-Looking Statements

Disclosures in this press release contain certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. These statements contain words such as “possible,” “if,” “will” and “expect” and involve risks and uncertainties including, among others that our business plans may change as circumstances warrant. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which the Company becomes aware, after the date hereof.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220908006138/en/

Georgeson LLC, Information Agent

Phone: (866) 695-6078

www.westernmetalscorp.com

Source: Western Metals Corporation

FAQ

What was the price paid for the shares in the tender offer by Western Metals Corporation?

The shares were purchased at a price of $0.44 each in cash.

When was the tender offer for Western Metals Corporation completed?

The tender offer was completed at 5:00 p.m. on September 8, 2022.

What will happen to shares not owned by LOTO Energy after the merger?

Shares not owned by LOTO Energy or purchased in the tender offer will be converted to receive $0.44 per share in cash.

Who owns Western Metals Corporation after the merger?

After the merger, Western Metals Corporation will be a wholly owned subsidiary of LOTO Energy II, LLC.