/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, May 21, 2024 /CNW/ - 763997 Alberta Ltd.
(formerly Target Capital Inc.) ("TCI") (NEX: TCI.H) and
Grafton Ventures Energy Holdings Corp. ("Grafton") are pleased to announce that TCI
has received conditional approval from the TSX Venture Exchange
(the "TSXV") for its previously announced business
combination transaction (the "Transaction") that will result
in the reverse take-over of TCI by Grafton.
The Transaction remains subject to the certain customary
conditions, including but not limited to, final approval of the
TSXV, the completion of the $3.0
million (minimum) non-brokered private placement (the
"Non-Brokered Private Placement") and the consolidation of
the common shares of TCI on a 40-for-1 basis (the
"Consolidation"). TCI, upon and subject to completion of the
Transaction, will continue under the name "Westgate Energy Inc."
(the "Resulting Issuer" or "Westgate") and trade on
the TSXV under the symbol "WGT". The Transaction and the
Non-Brokered Private Placement are expected to close on or around
May 23, 2024.
Further to the press release dated March
15, 2024 relating to the closing of Grafton's brokered private placement (the
"Brokered Private Placement"), the proceeds from Brokered
Private Placement of 24,333,901 subscription receipts (the
"Grafton Subscription Receipts") at a price of $0.15 per Grafton Subscription Receipt (for
aggregate gross proceeds of $3,650,085) will be released from escrow
immediately prior to the closing of the Transaction.
It is anticipated that 47,660,238 common shares of the Resulting
Issuer ("Resulting Issuer Shares") are to be issued
pursuant to the Transaction at a deemed price per share of
$0.44. This includes an aggregate of
547,090 Resulting Issuer Shares and $59,279 in cash issued to certain officers and
directors of TCI pursuant to compensation settlement agreements
("Compensation Settlement Agreements") entered into
between TCI and such officers and director. All amounts payable to
the officers and directors of TCI will be settled pursuant to the
Compensation Settlement Agreements.
Following closing of the Transaction, 9,787,943 Resulting Issuer
Shares and 5,911,092 Resulting Issuer Share purchase warrants will
be subject to escrow and/or contractual lock-up.
TCI has filed a filing statement dated May 15, 2024 (the "Filing Statement") with
the TSXV and on SEDAR+. Additional information in respect of
Grafton, the Transaction, the
Non-Brokered Private Placement, and the Brokered Private Placement
can be found in the Filing Statement.
Westgate Strategy
Westgate will be focused on the emerging Mannville Stack fairway
located in East-Central Alberta and West Central Saskatchewan. This
fairway is characterized by known accumulations of medium and heavy
oil and are being "unlocked" via the application of modern drilling
techniques utilizing multi-lateral horizontal drilling. The
application of these modernized multi-lateral drilling techniques
have yielded some of the strongest oil economics throughout
Western Canada.
Westgate's proposed management and board have extensive
experience building and leading successful energy companies in
Canada. Common amongst the
collective successes of the leadership group is a strategy of
targeting high quality oil assets with large amounts of oil in
place and achieving growth through successful drilling and
strategic M&A opportunities. This proven blueprint of
delivering shareholder value is foundational to the formation of
Westgate. Westgate will be uniquely positioned as one of a select
few publicly listed, pure-play high-growth junior oil companies
focused on the Mannville Stack fairway.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and
completion of the Non-Brokered Private Placement. There can be no
assurance that the Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
Filing Statement, 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 TCI should be considered highly speculative.
The TSXV has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents
of this press release.
In this press release, all references to "$" are to Canadian
dollars.
*
*
*
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States or any other
jurisdiction.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR
ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT) UNLESS REGISTERED UNDER
THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Notice regarding forward-looking statements:
This press release includes forward-looking statements
regarding TCI, Grafton, the
Resulting Issuer and their respective businesses, which may
include, but are not limited to, the completion of the Transaction
and the timing thereof, the closing of the Non-Brokered Private
Placement and the timing thereof, the Consolidation, TCI's name
change and trading on the TSXV, the Brokered Private Placement
proceeds being released from escrow and the timing thereof, the
number of Resulting issuer Shares to be issued including under the
Compensation Settlement Agreements, the Resulting Issuer Shares and
Resulting Issuer Share purchase warrants to be subject to escrow
and/or contractual lock-up, the business strategy of the Resulting
Issuer, the characteristics of the Mannville Stack fairway and the
unique position of the Resulting Issuer in respect thereof, and
expectations regarding details regarding initial production rates.
Often, but not always, forward-looking statements can be identified
by the use of words such as "plans", "is expected", "expects",
"scheduled", "intends", "contemplates", "anticipates", "believes",
"proposes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. The forward-looking statements included in this press
release are based on management's current expectations and
assumptions, including, but not limited to, the satisfaction of all
conditions to the completion of the Transaction and the receipt of
all necessary approvals, the Resulting Issuer's ability to execute
its business strategy and market conditions. Although TCI and/or
Grafton, as applicable, believe
that the expectations and assumptions reflected in such
forward-looking information are reasonable, they may prove to be
incorrect. Forward-looking statements involve significant known and
unknown risks and uncertainties. A number of factors could cause
actual results to differ materially from those anticipated by TCI
and/or Grafton, as applicable,
including but not limited to, the inability to satisfy all
conditions to the Transaction and/or the failure to obtain all
necessary approvals. Moreover, in respect of Grafton and the Resulting Issuer, exploration,
appraisal, and development of oil and natural gas reserves are
speculative activities and involve a degree of risk. Although TCI
and Grafton have attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. No forward-looking statement can be
guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and TCI and Grafton
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, other than as required by law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE 763997 ALBERTA LTD. (FORMERLY TARGET CAPITAL INC.)