Western Star Resources Announces Acquisition of an Option to Acquire a Past Producing Tungsten Project in Nevada

Executive Summary

• Western Star Resources entered into an agreement to acquire the historic Rowland tungsten project in Nevada for CAD $60,000 cash plus 1,000,000 common shares and additional milestone‑based consideration.
• The property hosts high‑grade historical tungsten grades up to 3.8% WO₃ and aligns with U.S. critical‑minerals policy, offering strategic upside for domestic supply.
• Transaction includes a 1.5% NSR royalty retained by the vendors (with an option for Western Star to repurchase 1.0% for CAD $1,000,000) and several performance‑based share issuances or cash payments.

Key Details

• Total Consideration: CAD $60,000 cash + 1,000,000 WSR common shares.
• Initial cash payment: CAD $20,000 (payable within 5 business days of signing).
• Deferred cash payment: CAD $40,000 (payable upon conditional CSE approval).
• Share Issuance: 1,000,000 fully paid, non‑assessable common shares issued at closing.
• Milestone‑Based Deferred Consideration:
• Milestone One: Issue 500,000 WSR shares if claim area ↑ 30% and ≥3 rock chip samples >2.0% WO are identified.
• Milestone Two: Issue 1,000,000 WSR shares upon drilling/trenching intersecting ≥10 m averaging 0.7% WO.
• Milestone Three: Pay CAD $500,000 (cash or shares) after filing a NI 43‑101/JORC resource estimate of ≥5 Mt @ 0.7% WO.
• NSR Royalty: Vendors retain a 1.5% NSR royalty; Western Star may repurchase 1.0% for CAD $1,000,000 at any time.
• Resale Restrictions: Consideration shares subject to a four‑month (plus one day) resale lock‑up from issuance.
• Underlying Option Payments:
• US$15,000 due by July 1 2026,
• US$15,000 due by July 1 2027,
• US$20,000 due by July 1 2028, after which Western Star may exercise the option for 100% interest (subject to 0.5% production royalty).
• Historical Production Highlights:
• 1943: 4.5 t ore @ 3.38% WO shipped.
• 1954‑56: ~1,000 t ore @ 0.5–1.0% WO produced.
• Strategic Rationale:
• Tungsten is a U.S. critical mineral with no domestic commercial production; ~85% of global supply originates from China.
• Project aligns with recent U.S. executive orders and potential federal grants for domestic tungsten development.
• Planned Exploration: Immediate geophysical surveys, channel sampling, mapping, with aim to reach drill‑ready status and commence a maiden drilling program early 2026.

Notable Quotes

“Securing a domestic source of tungsten is not just a business opportunity, it’s a matter of national importance,” – Blake Morgan, CEO, Western Star Resources.

“The acquisition aligns perfectly with our mission to deliver value while supporting U.S. government priorities for critical minerals.” – Blake Morgan, CEO.