Star Metro - WOGC and TMI-Delaware agree Definitive Share Purchase Agreement

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WOGC and TMI-Delaware agree Definitive Share Purchase Agreement

ECONOMY 26.05.2025

WOGC and TMI-Delaware agree Definitive Share Purchase Agreement

CALGARY, AB / ACCESS Newswire / May 26, 2025 / Waskahigan Oil & Gas Corp (CSE:WOGC) ("WOGC") wishes to announce that this week (effective May 16, 2025), it has entered into a definitive share purchase agreement ("SPA") with Terra Metals Inc (a Delaware corporation)("TMI-Del"), Terra Metals Limited (a Zambian corporation)("TMI-Zambia")(subsidiary of TMI-Del), Lunda Resources Limited (a Zambian corporation)("Lunda") (formerly known as Zamsort Limited)(a subsidiary of TMI-Zambia), Central African Renewable Energy Corporation Limited ("CARE")(a Zambian corporation)(a subsidiary of TMI-Zambia), Mumena Mushinge ("TMI Vendor") and Brian Chisala ("TMI Vendor")(TMI-Del, TMI-Zambia, Lunda, CARE and the TMI Vendor(s) are collectively referred to as the "TMI-Del Parties"). WOGC will acquire all of the shares of TMI-Del from the TMI Vendors. The transaction shall be a reverse takeover ("WOGC RTO"). Prior to closing WOGC will: (a) issue a share dividend of approximately 520,000 WOGC common shares to WOGC registered and NOBO shareholders who hold less than 4,000 shares; (b) consolidate its common shares on a four for one basis; (c) effect a name change; and (d) complete a spinout of Fox Creek Energy Ltd. ("FCE") by plan of arrangement.

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As consideration for the shares of TMI-Del, WOGC will issue up to 42,160,000 post-consolidated shares at a deemed price of $0.50 per share ($21,080,000 Cdn). The purchase price was to include 100% of the shares of TMI-Del (which would own 100% of TMI-Zambia, Lunda and CARE at the time of closing)(subject to dilution by virtue of a joint venture agreement which entitles a third party (Metalex Commodities Inc.) to acquire up to 67% of Lunda and CARE by investing up to $102,000,000 US in a joint venture). The assets of Lunda consist of: (a) Zambia Small Scale Mining Licence No. 8248-HQ-SML; and (b) Zambia Small Scale Mining Licence No. 34040-HQ-SML ("Kalaba Copper Mine"). The assets of CARE at the closing of the RTO will be Zambia Large Scale Exploration Licence No. 27037-HQ-LEL "CARE Mineral Claim"). Zambia Large Scale Exploration Licence No. 31190-HQ-LEL will be transferred by CARE to Lunda pre closing. The 200MW Solar Power Project Feasibility Rights in Kawambwa District, Zambia's Northern Province will be sold by CARE pre closing to a non arms length party. The purchase shall not include the shares of two subsidiaries of TMI-Zambia, Cupriferous Resources Limited (Zambia) and Alliance Limited (Zambia), which will be sold pre closing.

The purchase price payable by WOGC to the Vendors for the TMI-Del securities shall be $21,080,000 CDN (15,500,000 USD) (the "Purchase Price") and shall be satisfied as follows: (a) $6,919,300 by issuance of 13,838,600 post 4:1 consolidation WOGC Shares at $0.50 per WOGC Share; and (b) $14,160,700 by the reservation and possible future issuance of 28,321,400 post 4:1 consolidation WOGC Shares (1 share issued for every $0.20 CDN gross revenue or equity or loan capital loan (provided proceeds used to advance the Kalaba Copper Mine or CARE Mineral Claim or other resulting issuer property) invested in TMI-Del or any subsidiary of TMI-Del (including the Lunda - Kalaba Copper Mine or CARE Mineral Claim) post January 1, 2025) (the "Performance Shares").

The SPA is subject to conditions including: (a) due diligence by May 31, 2025; (b) CSE listing approval; (c) CSE listing application filed by June 15, 2025; (d) completion of all proposed transactions by September 15, 2025; and (e) completion of the Plan of Arrangement dated January 1, 2023 with FCE and Odaat Oil Corp ("Odaat"), whereby WOGC shall dividend the shares of FCE to the shareholders of WOGC (spinout of FCE) leaving WOGC with no assets and no liabilities.

The shareholders of WOGC approved the transaction at the Annual General and Special Meeting of Shareholders on December 12, 2024.

For further information, please contact:
Gregory J. Leia, President and CEO
Waskahigan Oil & Gas Corp.
Suite 203 - 221 - 10th Avenue SE
Calgary Alberta T2G 0V9
T: (403) 870 0091
Email: [email protected]

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

SOURCE: Waskahigan Oil & Gas Corp

View the original press release on ACCESS Newswire

O.Poirier--SMC