Western Metallica Corp. entered into a letter of intent to acquire Orcus Resources Ltd. (TSXV:ORCS.P) for CAD 6.6 million in a reverse merger transaction on November 1, 2021. Orcus Resources Ltd. entered into an amalgamation agreement with Western Metallica Corp. on December 23, 2021. Pursuant to the Transaction: (i) an aggregate of 43,966,998 Orcus Resources Ltd. Shares were issued in exchange for the Western Metallica Corp. Shares and (ii) warrants exercisable to acquire 17,477,576 Orcus Resources Ltd. Shares were issued in exchange for the outstanding warrants of Western Metallica Corp. The precise exchange ratio is subject to board approval by each of the parties following receipt of financial advice and a review of the parties' respective capital structures. It is presently expected that the transaction will result in the issuance of approximately 15.3 million common shares of Orcus to the holders of Western Metallica shares. Orcus will issue replacement warrants to replace the warrants of Western Metallica outstanding on the closing date, in consideration of the cancellation of the Western Metallica's warrants, which replacement warrants shall be exercisable to acquire Orcus' shares in lieu of Western Metallica's shares based on the exchange ratio and otherwise bear the same terms and conditions as the existing Western Metallica's warrants so cancelled. Concurrent with the closing of the transaction, Orcus will conduct a private placement of units consisting of one common share and one half of one warrant, at a price of CAD 0.30 per unit for estimated gross proceeds of up to CAD 5 million. Upon completion of the transaction current shareholders of Orcus will hold approximately 17% of the issued and outstanding shares of the resulting issuer, shareholders of Western Metallica will hold approximately 40% of the issued and outstanding shares of the resulting issuer and subscribers in the private placement will hold approximately 43% of the issued and outstanding shares of the resulting issuer. Concurrent with the closing of the transaction, Orcus will conduct a private placement of units at a price of CAD 0.30 per unit for estimated gross proceeds of up to CAD 5 million. Each unit will consist of one common share and one half of one warrant.

Upon completion of the transaction, it is expected that certain members of the board of Orcus will resign and the board of directors of the resulting issuer will be reconstituted with nominees put forth by Western Metallica. As of November 23, 2021, the directors of the Resulting Issuer are expected to be Greg Duras, Joaquin Merino Marquez, Deepak Varshney, James Walker and Peter Imhof, Chair. Completion of the transaction will be subject to certain conditions, including but not limited to the parties' entry into a definitive agreement, completion of a minimum gross proceeds of CAD 3 million under the private placement, receipt of all necessary approvals of the board of directors of Orcus and Western Metallica, receipt of all third party consents; approval of the transaction by the Exchange as Orcus' Qualifying Transaction; and Orcus satisfying the Initial Listing Requirements set by the Exchange for a Tier 2 Mining Issuer. As of March 31, 2022, the exchange listing approval has been conditionally obtained. Endeavor Trust Corporation acted as transfer agent and registrar for Orcus. In connection with the Transaction and Financing, Miller Thomson LLP acted as legal counsel to Western Metallica Corp, Cozen O'Connor LLP acted as legal counsel to Orcus Resources Ltd. and Borden Ladner Gervais LLP acted as legal counsel to the agent under the Financing.

Western Metallica Corp. completed the acquisition of Orcus Resources Ltd. (TSXV:ORCS.P) in a reverse merger transaction on April 13, 2022. Orcus Resources completed a share split on a 1:1.5732646 prior to completion of the transaction.