Mr. Ross Ewaniuk reports
WASKAHIGAN OIL & GAS CORP. CLOSES $2,000,005 PRIVATE PLACEMENT
Waskahigan Oil & Gas Corp. has closed its previously announced non-brokered
private placement for aggregate proceeds of $2,000,005.
"The proceeds will strengthen our financial position and provide the flexibility to pursue strategic
opportunities and with the goal of creating long-term value for our shareholders," said Ross
Ewaniuk, interim chief executive officer.
Closing of the financing
The financing consisted of the issuance of 28,571,500 units of the company at a
price of seven cents per unit, with each unit compromising one common share and one
transferable common share purchase warrant. Each warrant will entitle the holder to
purchase one additional share at an exercise price of 15 cents for two years from the date of issuance.
The company intends to use the net proceeds of the financing toward general working capital
expenses, evaluation and acquisition of business acquisition targets, marketing, investor relations,
and the advancement of its business objectives. The shares and warrants will be subject to a hold
period expiring four months and one day from the date of issuance.
The securities issued pursuant to and in connection with the financing, including any securities of
the company issuable upon exercise thereof, resulted in the issuance of more than 100 per cent of the
current number of issued and outstanding shares of the company, which required approval by
disinterested shareholders of the company under Policy 4 of the Canadian
Securities Exchange. In accordance with Section 4.6(2)(a)(i)(2) of Policy 4 of the CSE, the
company has received approval by written consent of shareholders holding more than 50 per cent of the
outstanding shares.
Jamil Kassam, a director and significant shareholder of the company, participated in the financing
and indirectly acquired an aggregate of 2.4 million units through a holding company for an
investment of $168,000. Such participation constituted a related party transaction within the
meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special
Transactions. The company relied upon the exemptions from the formal valuation and
minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101,
respectively, as neither the fair market value of the securities issued to nor the consideration to be
paid by such related parties exceeded 25 per cent of the company's market capitalization, as determined
in accordance with MI 61-101. The company did not file a material change report more than 21 days
before the expected closing of the financing because the company wished to complete the
financing on an expedited basis for sound business reasons.
Early warning disclosure -- acquisition by Mr. Kassam
Mr. Kassam, a director and significant shareholder of the company, indirectly acquired 2.4 million units through a holding company pursuant to the financing for aggregate consideration of $168,000
representing a price of 70 cents per unit. Immediately prior to closing of the financing, Mr. Kassam
beneficially owned, directly or indirectly, 853,100 shares, representing approximately 24.9 per cent of the
3,423,069 issued and outstanding shares on a non-diluted basis. Immediately following closing of
the financing, Mr. Kassam beneficially owns, directly or indirectly, 3,253,100 shares and 2.4 million warrants, representing approximately 10.17 per cent of the total issued and outstanding shares on a non-diluted basis and approximately 16.44 per cent of the total issued and outstanding shares on a partially diluted basis, assuming the exercise of all warrants into shares. The shares held by Mr. Kassam were
acquired for and continue to be held for investment purposes. Mr. Kassam may in the future take
such actions in respect of his holdings in the company as the acquiror may deem appropriate in light
of the circumstances then existing, including the purchase of additional securities of the company
through open-market purchases or privately negotiated transactions or the sale of all or a portion of
the acquiror's holdings in the open market or in privately negotiated transactions to one or more
purchasers, subject in each case to applicable securities law. A copy of Mr. Kassam's early warning
report will be filed on the company's profile on SEDAR+.
About Waskahigan Oil & Gas Corp.
Waskahigan Oil & Gas is a Canadian public company that is committed to identifying and advancing
opportunities within the energy sector, or other sectors as appropriate, while creating long-term
value for shareholders through disciplined growth and responsible operations.
We seek Safe Harbor.
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