Waskahigan Oil & Gas Corp: 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:

1. 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;

2. WOGC would be delisted from the Canadian Securities Exchange;

3. The existing WOGC common shares would be converted into WOGC Class "A" Redeemable Preferred Shares;

4. The WOGC Class "A" Redeemable shares would be redeemed;

5. WOGC would be wound up when existing debts are paid or satisfied with any surplus being dividended to the shareholders of WOGC;

6. Gregory J. Leia would subscribe for 100 WOGC Class "A" common shares at $1.00 per share;

7. WOGC would cease to be a reporting issuer in Alberta, British Columbia and Ontario

8. 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:

1. 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;

2. The existing FCE common shares would be converted into FCE Class "A" Redeemable Preferred Shares;

3. The FCE Class "A" Redeemable shares would be redeemed;

4. FCE would cease to be a reporting issuer in Alberta and British Columbia;

5. FCE would be wound up when existing debts are paid or satisfied;

6. Gregory J. Leia would subscribe for 100 FCE Class "A" common shares at $1.00 per share.

7. 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 www.sedarplus.ca: (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 www.thecse.com. 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 [e-mail] or otherwise by delivery to the corporate office at the address set out below. Proxies are to be sent by email to [e-mail]. 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: [phone]
[e-mail]

SOURCE: Waskahigan Oil & Gas Corp

View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/oil-gas-and-energy/special-meeting-of-shareholders-june-4-2025-notice-of-court-application-june-6-2-1032088