/Not for distribution to United States newswire services or for
dissemination in the United
States/
CALGARY,
AB, May 23, 2024 /CNW/ - Westgate Energy Inc.
(formerly 763997 Alberta Ltd.) (the "Corporation" or
"Westgate") (TSXV: WGT) is pleased to announce that it has
completed its business combination transaction pursuant to which
the Corporation and Grafton Ventures Energy Holdings Corp.
("Grafton") combined their respective businesses (the
"Transaction"). In connection with the Transaction:
- the Corporation completed the consolidation of its common
shares on a 40-for-1 basis;
- Grafton completed a non-brokered private placement of
22,566,702 units, comprised of 22,566,702 common shares in the
capital of Grafton ("Grafton Shares") and 22,566,702
Grafton Share purchase warrants, for
aggregate gross proceeds of $3,385,005;
- each subscription receipt of Grafton issued pursuant to its
brokered private placement for aggregate gross proceeds of
$3,650,085 was converted into one
Grafton Share and one Grafton Share purchase warrant and the proceeds
therefrom were released from escrow;
- each Grafton Share and
Grafton Share purchase warrant was
exchanged for 0.34433507 common shares in the capital of the
Corporation ("Resulting Issuer Shares") and 0.34433507
Resulting Issuer Share purchase warrants, respectively;
- the Corporation issued 547,090 Resulting Issuer Shares to
certain former directors and officers of the Corporation pursuant
to compensation settlement agreements; and
- the Corporation, as the resulting issuer (the "Resulting
Issuer"), will continue the business of Grafton and has changed
its name from "763997 Alberta Ltd." to "Westgate Energy Inc.".
Subject to receiving final acceptance from the TSX Venture
Exchange (the "TSXV"), the Resulting Issuer Shares are
expected to resume trading under the symbol "WGT" shortly after all
filing requirements are met. The Transaction resulted in the
issuance of 47,660,238 Resulting Issuer Shares at a deemed price
per share of $0.44.
The board of directors of Westgate now consists of Richard Grafton, Daniel
Brown, Kelly Ogle and
Artan Agolli. The senior management
team of Westgate now consists of Daniel
Brown, Nicholas Grafton and
Jordan Kevol.
Shareholders are encouraged to review the filing statement dated
May 15, 2024 filed in connection with
the Transaction which can be found on Westgate's SEDAR+ profile at
www.sedarplus.ca.
Westgate Strategy
Westgate is focused on the emerging Mannville Stack fairway
located in East-Central Alberta and West Central Saskatchewan. This
fairway is characterized by known accumulations of medium and heavy
oil and are being "unlocked" via the application of modern drilling
techniques utilizing multi-lateral horizontal drilling. The
application of these modernized multi-lateral drilling techniques
have yielded some of the strongest oil economics throughout
Western Canada.
Westgate's management and board have extensive experience
building and leading successful energy companies in Canada. Common amongst the collective
successes of the leadership group is a strategy of targeting high
quality oil assets with large amounts of oil in place, and
achieving growth through successful drilling and strategic M&A
opportunities. This proven blueprint of delivering shareholder
value is foundational to the formation of Westgate. Westgate is
uniquely positioned as one of a select few publicly listed,
pure-play high-growth junior oil companies focused on the Mannville
Stack fairway.
Investors are cautioned that, except as disclosed in the
filing statement dated May 15, 2024, any information
released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of Westgate should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents
of this press release.
In this press release, all references to "$" 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 the Resulting Issuer and its businesses, which may
include, but are not limited to, the business strategy of the
Resulting Issuer, the resumption of trading of the Resulting Issuer
Shares and the timing thereof, 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 Resulting Issuer's ability to execute its business strategy
and market conditions. Although the Resulting Issuer believes 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 the
Resulting Issuer, including but not limited to, the inability to
satisfy the failure of the Resulting Issuer to execute its business
strategy and changing market conditions. Moreover, exploration,
appraisal, and development of oil and natural gas reserves are
speculative activities and involve a degree of risk. Although the
Resulting Issuer has 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 the Resulting Issuer undertakes 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 Westgate Energy Inc.