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National Post
27-06-2025
- Business
- National Post
Great Quest Gold Enters Into Arrangement Agreement With Lotus Gold
Article content VANCOUVER, British Columbia — Great Quest Gold Ltd. (' Great Quest ' or the ' Company ') (TSX-V: GQ) is pleased to announce that further to its news release dated May 14, 2025, it has entered into a definitive arrangement agreement dated June 26, 2025 (the ' Arrangement Agreement ') with Lotus Gold Corporation (' Lotus '), pursuant to which Great Quest intends to acquire all of the issued and outstanding common shares of Lotus (the ' Lotus Shares ') in exchange for newly issued common shares in the capital of Great Quest (' GQ Shares ') as an arm's length transaction to be completed by way of a court-approved plan of arranged under the Business Corporations Act (British Columbia) (the ' BCBCA ') (the ' Arrangement '). Pursuant to the policies of the TSX Venture Exchange (the ' TSXV '), the Arrangement will be considered a reverse takeover (the ' RTO ') of the Company by Lotus, which will become a wholly-owned subsidiary of the resulting issuer (the ' Resulting Issuer ') following completion of the Arrangement. Article content Transaction Details Article content Article content Pursuant to the Arrangement Agreement, the shareholders of Lotus will receive such number of common shares of the Resulting Issuer (the ' RI Shares ') such that the former Lotus shareholders will own 63.3% of the issued and outstanding RI Shares and the number of RI Shares held by the former shareholders of Great Quest will equal 36.7%. The number of RI Shares issued as consideration shares to former holders of Lotus Shares will be determined following completion of the Bridge Financing (as defined below) and announced in a subsequent news release accordingly. Article content In accordance with the terms of the Arrangement Agreement, all outstanding warrants of Lotus will be exercisable to acquire RI Shares, in amounts and at exercise prices adjusted in accordance with the Arrangement Agreement. A subsequent news release will describe the valuation of Lotus. Article content Arrangement Agreement The Arrangement will be subject to the following approvals: Article content approval by the Supreme Court of British Columbia, requisite regulatory approval, including the approval of the TSXV; and the approval of the directors and the shareholders of each of Great Quest and Lotus. Article content Among other terms customary for a transaction of this nature, the Arrangement Agreement includes the following terms and conditions: Article content A change of name of the Company to such name as is mutually agreed between Great Quest and Lotus and acceptable to the TSXV effective upon closing of the Arrangement (the ' Closing '); a share consolidation of Great Quest on the basis of one post-consolidation GQ Share for every 30 pre-consolidation GQ Shares; completion of a bridge financing (the ' Bridge Financing ') by Great Quest for gross aggregate proceeds of up to CAD$500,000, through the issuance of GQ Shares at a pre-Consolidation price of $0.025 per share, as further described in the Company's news release dated June 16, 2025; directors and officers of Lotus and shareholders of Lotus holding 5% or more entering into support and voting agreements pursuant to which they have agreed to vote their Lotus Shares in favour of the Arrangement; each of Great Quest and Lotus will have a working capital deficit and long term debt (excluding non-cash liabilities) of no more than CAD$110,000 unless agreed otherwise by Lotus and Great Quest respectively in writing; Lotus will receive a title opinion regarding Great Quest's Namibian mineral project; and Great Quest will receive a technical report in compliance with National Instrument 43-103 – Standards of Disclosure for Mineral Projects and a title opinion regarding Lotus' Eastern Desert Gold Project in Eastern Egypt. Trading in the GQ Shares has been halted since May 8, 2025 in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Arrangement has been filed with and accepted by, and permission to resume trading has been obtained from, the TSXV. There can be no assurance that trading of GQ Shares will resume prior to the completion of the Arrangement. Article content Shareholder Approvals Article content At a special meeting of the shareholders of Great Quest the (the ' GQ Meeting ') to be held in accordance with the BCBCA, Great Quest will seek the approval of the RTO pursuant to the policies of the TSXV by an ordinary resolution passed by shareholders of Great Quest holding at least 51% of the issued and outstanding GQ Shares present in person or represented by proxy at the GQ Meeting. Article content At a special meeting of the shareholders of Lotus (the ' Lotus Meeting ') to be held in accordance with the BCBCA, Lotus will seek the approval of the Arrangement by a special resolution passed by the shareholders of Lotus holding at least 66 2 / 3 % of the issued and outstanding Lotus Shares present in person or represented by proxy at the Lotus Meeting. Article content Lotus Advance Article content In connection with the Arrangement, Lotus will enter into a secured loan agreement with Great Quest for the loan amount of $300,000 (the ' Loan ') bearing interest at 10% per annum, subject to conversion into GQ Shares at a pre-Consolidation price of $0.025 per share should the Arrangement not close by the November 30, 2025 deadline. Great Quest intends to use the funds from the Loan for its working capital requirements. Article content Bridge Financing Article content Further to Great Quest's news release dated June 16, 2025, the Company intends to complete the Bridge Financing prior to the Closing. The Bridge Financing is subject to approval by the TSXV. Article content Resulting Issuer Board of Directors Article content Upon completion of the Arrangement, it is anticipated that the board of directors of the Resulting Issuer shall consist of the following persons: Article content Jed Richardson Article content , Article content Director Article content Jed Richardson brings a wealth of experience spanning a 25-year career in the mining and financial sectors. He has worked as a Research Associate at RBC Capital Markets and as a Research Analyst at Cormark/Sprott Securities, in addition to serving as a Mining Engineer for Alcan Aluminum. Jed has also served as Vice-President of Corporate Development for Verde Potash, Principal Consultant of Javelin Corporate Development Partners, and President and CEO of Trigon Metals. Joining Great Quest's Board in 2010, he was appointed President & CEO in 2013, transitioning to the role of Executive Chairman in 2024. Jed holds a in Mineral and Geological Engineering from the University of Toronto. Article content Heye Daun Article content , Article content Director Article content Heye Daun is the co-founder and former President & CEO of Osino Resources. He is also the co-founder of the former Auryx Gold Corp. which advanced the Otjikoto gold project in Namibia until sale to B2Gold Corp for US$160m in 2011. As the former President & CEO of Ecuador Gold & Copper Corp. (' EGX '), Heye was instrumental in the formation of Lumina Gold Corp. through the C$200m merger of EGX with Odin Mining, before founding Osino Resources in 2015 with Alan Friedman. Heye is a mining engineer and MBA and has extensive experience in mining operations, working for Rio Tinto, AngloGold-Ashanti and Gold Fields, and stints in mining finance with South Africa's Nedbank Capital and Old Mutual Investment Group. For the last 12 years Heye has been a successful public markets mining entrepreneur. Heye is a Director and also co-founder of Lotus. Article content Alan Friedman Article content , Article content Director Article content Alan Friedman is a South African-trained lawyer and public markets entrepreneur with significant success in a range of sectors such as mining, oil & gas, cannabis, e-gaming and others. As a result of being involved with North American public markets for over 20 years, his little black book is brimming with the Who-is-Who in Finance and Acquisitions and he has played an integral role in the financings and go-public transactions for many resource companies onto Toronto Stock Exchange and AIM. He is also a director of the Canada-Africa Chamber of Business. Alan is a Co-founder and Director of TSXV-listed Eco (Atlantic) Oil and Gas Ltd., and co-founder of Auryx Gold Corp and Osino Resources. Alan is a Director and also co-founder of Lotus. Article content Sponsorship Article content The Arrangement may require sponsorship under the policies of the TSXV unless a waiver from sponsorship is granted. Great Quest intends to apply for a waiver from sponsorship requirements of the TSXV in connection with the Arrangement. There can be no assurance that such waiver will ultimately be granted. Article content Eastern Gold Desert Project Descriptions Article content In two competitive international bid rounds, Lotus secured ten exploration sectors (blocks or licenses) across the Egyptian Eastern Desert. Subsequent renewal and relinquishment of blocks, as well as the addition of 5.5 blocks acquired from B2Gold brings the total land position to ±1,930 km 2 (roughly the equivalent of 11 blocks), as summarised below: Article content Qualified Person (QP) Statements Article content Qualified Person David Underwood, BSc. (Hons) is Vice President Exploration of Lotus Gold Corporation and has reviewed and approved the scientific and technical information in this news release as it pertains to Lotus, and is a registered Professional Natural Scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.400323/11) and a Qualified Person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (' NI 43-101 '). Article content On behalf of the board of directors of Great Quest Gold Ltd.: Article content 'Jed Richardson' Article content All information contained in this news release with respect to Great Quest and Lotus was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. Article content Completion of the Arrangement is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Arrangement cannot close until any required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Article content Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Arrangement, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. Article content The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release. Article content Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Article content Cautionary Statements Regarding Forward Looking Information Article content This news release contains 'forward-looking information' within the meaning of applicable securities laws relating to the proposal to complete the Arrangement and associated transactions. Any such forward-looking statements may be identified by words such as 'expects', 'anticipates', 'believes', 'projects', 'plans' and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the Arrangement, the Loan, the number of securities of the Company that may be issued in connection with the Arrangement and Bridge Financing, obtaining the requisite shareholder approval, Lotus' strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Arrangement (including the name change and consolidation), the Loan, or the Financings will occur or that, if the Arrangement, and the Financings do occur, they will be completed on the terms described above. Great Quest and Lotus assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law. Article content Article content Article content Article content Article content Contacts Article content For more information, please contact: Article content Great Quest Gold Ltd. Article content Article content Jed Richardson, Executive Chairman Article content Article content Email: Article content IR@ Article content Article content (647)276-6002 Article content Lotus Gold Corporation Article content Article content Article content Article content
News.com.au
10-06-2025
- Business
- News.com.au
Broken Hill is being put back on the map by this emerging miner
Broken Hill Mines is planning a listing next month via a reverse takeover of Coolabah Metals It will bring the asset on which BHP was founded back to Australian retail investors for the first time in decades BHM head honcho Partick Walta says Broken Hill has years of life still in it On September 5, 1883, a German-born boundary rider known as Charles Rasp pegged the first block on what became known as the Broken Hill. Originally thought to be a mountain of tin, the intuition of the enterprising Kraut finally crystallised into revelation with the discovery of a rich vein of silver two years later. The result was the formation of BHP (ASX:BHP), now the world's richest mining company after trading in its New South Wales roots for iron ore in the Pilbara and copper in Chile. Yet what became of that original line of lode? It may surprise many investors to know it continues to be tapped to this day at the aptly named Rasp mine. But the project has been hidden in the bowels of Japanese zinc refiner Toho Zinc since 2010. As Toho sought to exit the Aussie mining business, with the 200 miners still working the operation facing the bread line, a white knight emerged. The reimagined Broken Hill Mines, led by Patrick Walta – a metallurgist who almost a decade ago breathed new life into the Century zinc mine in Queensland – acquired the distressed assets in October 2024. It plans to relist through the shell of Coolabah Metals in a reverse float that will include the injection of $15-20 million in fresh capital from investors. Following the launch of a replacement prospectus last Monday chasing that quantum at 35c per share, Walta says the miner has been swamped with interest. Much of it has come from investors drawn to the romance of Broken Hill. " It's pretty cool being able to say you're operating the mine that started BHP. We've literally got the first shaft that was sunk," Walta told Stockhead after the launch of the replacement prospectus this month. " Every single person you talk to says, 'my granddad worked there', or 'my auntie or my uncle was associated with Broken Hill'. " Everyone in the mining community has a history with Broken Hill. "It's such a revered mining town, and the mines there are so well known." The other major producer in the region is the Broken Hill operations mined by Chinese-owned Perilya. " Broken Hill as an orebody has been effectively owned by private Asian interests for a good couple of decades," Walta said. "And there's a lot of patriotism there where they see this as really a story of national significance as much as anything else, about Broken Hill getting back into Aussie hands, being publicly listed, being transparent." Multi-generational Broken Hill has many of the hallmarks of other great mining hubs that have been consolidated by Australian miners in recent decades. The Super Pit at one point had a potential three years in front of it under North American majors Newmont Corporation (ASX:NEM) and Barrick before its acquisition by Northern Star Resources (ASX:NST). Now they are talking about Kalgoorlie's Golden Mile running well beyond the lifespan of anyone prospecting its workings. Cobar's CSA copper mine is heading back into international hands, being acquired by Harmony Gold in a $1.6bn deal after MAC Copper (ASX:MAC) pried it from the labyrinthine portfolio of Glencore. Now BHM is looking revitalise an underinvested asset by not just keeping the operations going but consolidating some of the key deposits around the region. "People are able to actually see what's going on there and it's drawing people back to the town as well," Walta said. "They're not seeing it as a mine that's about to shut down, they're seeing as a potential generational asset that can run for multiple decades. "There's a great saying in Broken Hill that the Broken Hill orebody has had an eight-year mine life since 1885," he added. "It's one of those classic, super orebodies where you keep drilling it, you keep investing, you keep giving it the love and it keeps returning." " The orebody currently stands (historically) at 300 million tonnes at 15% zinc and lead and 300g/t silver. " When Charles Rasp came across it as a rocky outcrop in 1883, it obviously wasn't a 300 million tonne orebody. " So it's had consistent discovery and growth over that 140-year life and there's no reason why that doesn't continue on." Scaling up Currently, the mine produces in the order of 25,000tpa of zinc equivalent metal. But it doesn't take long to figure out that there's plenty of opportunities to improve the outlook. Despite the Rasp plant's 750,000tpa capacity, the project has been campaign milled since 2020 and ore feed grades are currently around 6% ZnEq. There are immediate opportunities to upgrade that. "We bought an operating mine, a going concern, we've got 120 staff on day one and a hungry plant," Walta said. "The whole philosophy here is about utilisation of sunk capital. We have this beautiful plant that's really had 500 million bucks spent on it over the years and it's only about 12 years old. " It is only fed by one orebody and it's a relatively low-grade ore body by Broken Hill standards." That ore source – Western Mineralisation – runs at around 8.2% ZnEq, including 4.8% zinc, 3.1% lead and 38g/t silver. Yet the Main Lode grades an impressive 17.7% ZnEq, including some 870,000t of ore at 7.8% zinc, 7.6% lead and 151.7g/t silver. Walta says the mine still made $20 million in operating cashflow last year with a plant running at around 40% of its total capacity. When the Main Lode comes online it will introduce not just more ore, but ore running at 2.5x the grade. Not resting on its laurels, BHM has also struck a deal to share 70% of the profits by exploring and developing the Pinnacles mine some 15km to the southwest. Pinnacles is a true artefact, one of the last major operations in Australia to be run by a local family. First pegged in 1884, the Williams clan has mined the deposit since 1954, aided by a 30,000tpa processing plant. It hosts close to 6Mt of ore in its open pit and underground deposits at a 10.88% ZnEq grade. Drilling is expected to take place over the next two years to bring the mine up to commercial standards before tapping the rich stuff underground in 2027, though an open pit could be expanded to complement production from Rasp before then. "What they've done is nothing short of amazing. They've built up their own operation just through the sweat off their own back," Walta said. " They have a 40m deep open pit, four underground levels down to about 100m. They built their own processing plant. " No engineers, no consultants. This is hand-built stuff. It's very small by corporate standards, it's about 30,000 tonnes per annum. " We've managed to team up with the Williams family, we've got a 70-30 profit share JV over the Pinnacles mine with them, so ultimately we want to get Pinnacles back up and running." Opportunity beckons The company is aiming to return to listing under its new name next month, with demand for the IPO said to have run as much as three times the available shares on offer. Once listed the market cap will run at a pro forma $89-94 million. That's potentially bargain barrel material when similar base metals producers are taken into account. Polymetals Resources (ASX:POL), for instance, which is in the process of commissioning the Endeavor silver and zinc near Cobar has run ~150% higher over the past year to a market cap of ~$210m. Endeavor is an interesting comparison to Broken Hill, being the other NSW mine Toho Zinc acquired in its 2010 takeover of CBH Resources. "When you look at our value proposition, we're at $95m as a comp, Poly's at $200m, Aurelia Metals (ASX:AMI) is at $500, Develop Global's (ASX:DVP) at $1bn. "They've all got very good reasons why they're at those levels. (But) you don't have to do a lot more research to go, there's a bit of value here. "And we deliberately priced it that way. We wanted early stage investors to capture value and we obviously want it to perform well." There's a lot to like in the company's markets as well. Silver recently broke the back of long-term resistance at US$35/oz and is now worth US$36.50/oz, powered by investment demand and close to five years of deficits due to stagnant mine supply and its increasing use in solar panels. Zinc and lead may not have accelerated like copper, lithium, cobalt and rare earths did during the battery metals boom. But they remain large stable markets trading at levels that offer solid and predictable returns for operators of BHM's scale. Walta says the mix of industrial and precious metals also means the mine naturally hedges against different market conditions. "Zinc is a 70 or 80 billion dollar a year industry, lead's a 60 billion dollar a year industry," he said. " These are established industries of commodities that are essentially part of the makeup of every single person's life every day."
Associated Press
27-05-2025
- Business
- Associated Press
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. 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 press release
Associated Press
27-05-2025
- Business
- Associated Press
Special Meeting of Shareholders June 4, 2025 - Notice of Court Application June 6, 2025
CALGARY AB / ACCESS Newswire / May 26, 2025 / Waskahigan Oil & Gas Corp (WOGC-CSE) ('WOGC') wishes to announce that it will hold a special meeting ('Meeting') of the shareholders of WOGC at 7:00am on June 4, 2025. The fourfold purpose of the Meeting is set out below. Recent events have impacted the go forward plans of WOGC. Background: WOGC has shareholder and court approval of a plan of arrangement to spin out a wholly owned subsidiary Fox Creek Energy Ltd. ('FCE') and its subsidiary Odaat Oil Corp ('Odaat'). Recent Events: First, prior to implementation of the plan of arrangement, Odaat sold substantially all of its oil and gas assets by agreement dated February 28, 2025. The agreement is subject to the approval of the Alberta Energy Regulator. Assuming approval is obtained, Odaat intends to: (a) complete it statutory abandonment and remediation obligations for assets not sold and after satisfaction of debts to distribute the net sale proceeds to shareholders leaving no assets and no liabilities in WOGC, FCE and Odaat. Second, WOGC has executed a definitive agreement to acquire the shares of Terra Metals Inc. (Delaware corp)(see press release dated May 26, 2025) which will result in a reverse takeover transaction ('WOGC RTO'). Third, FCE has received non-binding expressions of interest to enter into reverse takeover ('FCE RTO') transactions to close before the closing of the WOGC RTO. One of the conditions is that the shares of Odaat be sold prior to the closing of the FCE RTO. The shares of Odaat may have to be sold prior to the resolution of all debts and assets in Odaat. A mechanism has been developed to ensure existing shareholders receive the benefits of the assets in Odaat post liquidation. Fourth, because of the uncertainty in closing the WOGC and/or FCE RTO transactions and the high cost of continuous disclosure (especially audit costs for fiscal year end December 31, 2025), WOGC is seeking shareholder and court approval to take WOGC and/or FCE private by December 31, 2025 if the WOGC RTO and/or the FCE RTO transactions do not close. The purpose of the Meeting is fourfold: 1) To approve by special resolution the Plan of Arrangement Amending Agreement #2 dated May 1, 2025 (to delete paragraph 5.1(k) of the Arrangement Agreement requiring concurrent filing of the Articles of Arrangement and the closing of the WOGC RTO);2) To approve by special resolution and by majority of the minority (if necessary), the going private transaction for WOGC, if by December 20 2025, WOGC has not completed a reverse takeover. The going private transaction shall consist of: The Articles of Incorporation of WOGC would be amended to create two new classes of shares: (i) WOGC Class 'A' Redeemable Preferred Shares with a redemption price of $0.00001 per share; and (ii) WOGC Class 'A' common shares which would rank pari passu with the WOGC common shares without par value; WOGC would be delisted from the Canadian Securities Exchange; The existing WOGC common shares would be converted into WOGC Class 'A' Redeemable Preferred Shares; The WOGC Class 'A' Redeemable shares would be redeemed; WOGC would be wound up when existing debts are paid or satisfied with any surplus being dividended to the shareholders of WOGC; Gregory J. Leia would subscribe for 100 WOGC Class 'A' common shares at $1.00 per share; WOGC would cease to be a reporting issuer in Alberta, British Columbia and Ontario The board of directors would have the discretion not to implement the going private transaction 3) To approve by special resolution and by majority of the minority (if necessary) the going private transaction for FCE, if by December 20 2025, FCE has not completed a reverse takeover. The going private transaction shall consist of: The Articles of Incorporation of FCE would be amended to create two new classes of shares: (i) FCE Class 'A' Redeemable Preferred Shares with a redemption price of $0.00001 per share; and (ii) FCE Class 'A' common shares which would rank pari passu with the FCE common shares without par value; The existing FCE common shares would be converted into FCE Class 'A' Redeemable Preferred Shares; The FCE Class 'A' Redeemable shares would be redeemed; FCE would cease to be a reporting issuer in Alberta and British Columbia; FCE would be wound up when existing debts are paid or satisfied; Gregory J. Leia would subscribe for 100 FCE Class 'A' common shares at $1.00 per share. The board of directors would have the discretion not to implement the going private transaction 4) To approve by majority of the minority, a resolution approving the sale of the shares of Odaat to Gregory J. Leia (President/director) for $1.00 and an undertaking to dividend any surplus funds to WOGC shareholders upon liquidation (after payment of reasonable fees and disbursements). Two director/officers hold approx 70% of the issued and outstanding shares have voted proxies in favour of the matters to come before the Meeting. Shareholders will be provided dissent rights. Assuming the shareholders approve the above, WOGC has scheduled a court application before Justice C. Jones at 2:00pm on Friday June 6, 2025 at the Court House in Calgary. The application is a virtual hearing. Shareholders who wish to participate must notify Wolff Leia, Barristers and Solicitors (Attention:Gregory J. Leia) 24 hours prior to the application. WOGC has filed the following documents on : (a) Notice of Meeting dated May 5, 2025; (b) Management Information Circular dated May 5, 2025; and (c) form of proxy (collectively the 'Documents'). The same information will be available on the CSE website at . WOGC will deliver by means (which may include electronic means) through Broadridge and by regular postal service a copy of the Documents to each registered holder or beneficial holder. A request is to be made by email to Gregory J. Leia at [email protected] or otherwise by delivery to the corporate office at the address set out below. Proxies are to be sent by email to [email protected]. For further information, please contact: Gregory J. Leia, President and CEO Waskahigan Oil & Gas Corp. Suite 203 - 221 - 10 th Avenue SE Calgary Alberta T2G 0V9 T: (403) 870 0091 [email protected] SOURCE: Waskahigan Oil & Gas Corp press release
Yahoo
27-05-2025
- Business
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WOGC and TMI-Delaware agree Definitive Share Purchase Agreement
CALGARY, AB / / 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. 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 203 - 221 - 10th Avenue SECalgary Alberta T2G 0V9T: (403) 870 0091Email: gleia@ 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
