RTO SPA Vendors dispute WOGC Interpretation of Due Diligence Delivery

RTO SPA Vendors dispute WOGC Interpretation of Due Diligence Delivery

CALGARY, AB, Nov. 28, 2025 /CNW/ - Waskahigan Oil & Gas Corp (CSE: WOGC) On October 28, 2025, WOGC announced that it has entered into a further amendment and extension agreement (the "SPA Amending Agreement #3") with Terra Metals Inc. (Delaware) ("TMI-Delaware"), Terra Metals Limited ("TM-Zambia"), Lunda Resources Limited ("Lunda"), Central African Renewable Energy Corporation Limited ("CARE"), Mumena Mushinge, and Brian Chisala (collectively, the "TMI Parties"), in connection with the Share Purchase Agreement ("SPA") originally executed on May 16, 2025. The SPA was previously amended on June 16, 2025 ("Amending Agreement #1") and July 31, 2025 ("Amending Agreement #2"). 

The SPA Amending Agreement #3 was subject to conditions including: (a) delivery of certain due diligence information by November 7, 2025 otherwise the SPA would terminate; (b) an election to exercise an option to extend the termination date to November 21, 2025; (c) if such election was made on November 7, 2025 then the TMI Parties had to make a payment of $15,000 US by November 7, 2025; (d) if the November 7, 2025 election was made and the $15,000 US was paid on November 7, 2025, then the TMI Parties had until November 21, 2025 to deliver certain due diligence information otherwise the SPA would terminate; (e) if the due diligence information was not delivered by November 21, 2025, the TMI Parties had an option to extend the time for delivery of the due diligence information to December 15, 2025; (f) if the TMI Parties elected to extend the termination of the SPA to December 15, 2025, the TMI Parties had to pay $15,000 US by November 21, 2025; (g) if the TMI Parties elected to extend the SPA until December 15, 2025 and paid the $30,000 US, the TMI Parties had to make a CSE listing application by December 15, 2025; (h) the transaction was subject to CSE approval of the RTO; and (i) completion of the proposed transactions by February 15, 2026. Certain due diligence was delivered or made available by the TMI Parties by November 6, 2025, the scope, sufficiency and acceptability have not been agreed upon. No elections were made by the TMI Parties on November 7, 2025 or November 21, 2025. No payment of $15,000 US was made by the TMI Parties on November 7, 2025 and no payment of $15,000 US was made by the TMI Parties on November 21, 2015.

A disagreement remains between WOGC and the TMI Parties as to whether there has been compliance with the SPA and the consequences. The SPA contains a dispute resolution mechanism which prescribes that all disputes are resolved by arbitration. No dates have been set for any arbitration. The parties are currently in discussions to clarify the status of, the outstanding matters relating to the SPA Amendment #3 and the next procedural steps. Further updates will be provided as appropriate.

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.