Western Metallica Resources Corp. Announces Consolidation and Shares-for-Debt Transaction
Western Metallica Resources Corp. (WMS) has completed a 3-for-1 share consolidation of its common shares, effective July 10, 2026, a move the company states is designed to optimize its capital structure. Concurrent with the consolidation, the company finalized a shares-for-debt transaction with CEO Greg Duras, issuing 2,466,667 post-consolidation shares to settle $370,000 in outstanding indebtedness. Following the issuance, Duras became a "control person" of the company, and the total number of common shares issued and outstanding stands at 5,278,727.
The share consolidation involved converting three pre-consolidation common shares into one post-consolidation common share. The transaction received final approval from the TSXV on July 8, 2026, and shareholder approval was obtained at the annual and special meeting held on June 25, 2026. No fractional shares were issued, with any resulting fractions cancelled. Registered shareholders have received updated Direct Registration System (DRS) statements automatically, while non-registered shareholders are advised to consult their intermediaries. The new CUSIP for the shares is 95861P300, and the new ISIN is CA95861P3007.
Under the terms of the shares-for-debt transaction, the company issued 2,466,667 post-consolidation common shares, which represented 7,400,000 pre-consolidation shares. The deemed price for the issuance was $0.15 per post-consolidation common share, equivalent to $0.05 per pre-consolidation common share. These shares were issued to fully settle the unsecured loan agreement dated January 24, 2025, and to partially settle the unsecured promissory note dated April 30, 2026. The company stated that the purpose of the transaction was to strengthen the balance sheet and enhance financial flexibility.
The shares issued to Duras are subject to a statutory hold period expiring four months and one day from the date of issuance. The transaction constituted a "related party transaction" under National Instrument 61-101 (MI 61-101) and was exempt from formal valuation and minority approval requirements, although disinterested shareholder approval was obtained at the June 25, 2026 meeting. The issuance remains subject to TSXV final acceptance.