Mr. Gregory Leia reports

RTO SPA VENDORS DISPUTE WOGC INTERPRETATION OF DUE DILIGENCE DELIVERY

On Oct. 28, 2025, Waskahigan Oil & Gas Corp. entered into a further amendment and extension agreement (the SPA amending agreement No. 3) with Terra Metals Inc. (Delaware) (TMI-Delaware), Terra Metals Ltd. (TM-Zambia), Lunda Resources Ltd., Central African Renewable Energy Corp. Ltd. (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 No. 1), and July 31, 2025 (amending agreement No. 2).

The SPA amending agreement No. 3 was subject to conditions including: (a) delivery of certain due diligence information by Nov. 7, 2025, otherwise the SPA would terminate; (b) an election to exercise an option to extend the termination date to Nov. 21, 2025; (c) if such election was made on Nov. 7, 2025, then the TMI parties had to make a payment of $15,000 (U.S.) by Nov. 7, 2025; (d) if the Nov. 7, 2025, election was made and the $15,000 (U.S.) was paid on Nov. 7, 2025, then the TMI parties had until Nov. 21, 2025, to deliver certain due diligence information otherwise the SPA would terminate; (e) if the due diligence information was not delivered by Nov. 21, 2025, the TMI parties had an option to extend the time for delivery of the due diligence information to Dec. 15, 2025; (f) if the TMI parties elected to extend the termination of the SPA to Dec. 15, 2025, the TMI parties had to pay $15,000 (U.S.) by Nov. 21, 2025; (g) if the TMI parties elected to extend the SPA until Dec. 15, 2025, and paid the $30,000 (U.S.), the TMI parties had to make a Canadian Securities Exchange listing application by Dec. 15, 2025; (h) the transaction was subject to CSE approval of the RTO; and (i) completion of the proposed transactions by Feb. 15, 2026. Certain due diligence was delivered or made available by the TMI parties by Nov. 6, 2025, the scope, sufficiency and acceptability have not been agreed upon. No elections were made by the TMI parties on Nov. 7, 2025, or Nov. 21, 2025. No payment of $15,000 (U.S.) was made by the TMI parties on Nov. 7, 2025, and no payment of $15,000 (U.S.) was made by the TMI parties on Nov. 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 No. 3 and the next procedural steps. Further updates will be provided as appropriate.