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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 ...
About this update from Waskahigan Oil & Gas Corp.
[{"type":"text","content":"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.","length":1354,"tagName":"p"},{"type":"text","content":"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 P...