Subject: Waskahigan Oil & Gas Corp. (CSE: WOGC) - News Release for Immediate Dissemination
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File: Attachment C.13. WOGC - News Release announcing closing of Unit Private Placement Final.pdf
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
Waskahigan Oil & Gas Corp. Closes $2,000,005 Private Placement
VANCOUVER, B.C., July 30, 2026-- Waskahigan Oil & Gas Corp. ("Waskahigan" or the "Company")
(CSE: WOGC), is pleased to announce that it has closed its previously announced non-brokered
private placement for aggregate proceeds of $2,000,005 (the "Financing").
"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 (each a "Unit") at a
price of $0.07 per Unit, with each Unit compromising one common share (a "Share") and one
transferrable common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to
purchase one additional Share at an exercise price of $0.15 for two years from the date of issuance.
The Company intends to use the net proceeds of the Financing towards 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% of the
current number of issued and outstanding Shares of the Company, which required approval by
disinterested shareholders of the Company ("Shareholders") under Policy 4 of the Canadian
Securities Exchange (the "CSE"). 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% of the
outstanding Shares.
Jamil Kassam, a director and significant shareholder of the Company, participated in the Financing
and indirectly acquired an aggregate of 2,400,000 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 ("MI 61-101"). 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% 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 Jamil Kassam
Jamil Kassam, a director and significant shareholder of the Company, indirectly acquired 2,400,000
Units through a holding company pursuant to the Financing for aggregate consideration of $168,000
representing a price of $0.70 per Unit. Immediately prior to closing of the Financing, Mr. Kassam
beneficially owned, directly or indirectly, 853,100 Shares, representing approximately 24.9% 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 2,400,000
Warrants representing approximately 10.17% of the total issued and outstanding Shares on a non-
diluted basis and approximately 16.44% 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+ (www.sedarplus.ca).
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.
For more information about Waskahigan Oil & Gas Corp., please contact:
Waskahigan Oil & Gas Corp.
Ross Ewaniuk, Interim CEO
+1-587-832-4573
WOGCOIL@gmail.com
Neither the Canadian Securities Exchange nor any Market Regulator (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian
securities legislation. Forward-looking statements consist of statements that are not purely
historical, including any statements regarding beliefs, plans, expectations or intentions regarding the
future. Such forward-looking statements in this news release include, but are not limited to,
statements regarding the Financing, the proposed use of proceeds of the Financing, insider
participation in the Financing, the Early Warning Disclosure regarding insider participation and the
Company's business plans. Such statements are subject to risks and uncertainties that may cause
actual results, performance or developments to differ materially from those contained in the
statements, including risks related to factors beyond the control of the Company, that the Company
does not execute its business plan as proposed, that the Company does not have sufficient funds to
advance its business plan, and such other risks described in the Company's public disclosure and
risks which are inherent to businesses of this nature. No assurance can be given that any of the
events anticipated by the forward-looking statements will occur or, if they do occur, what benefits
the Company will obtain from them. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ from forward-looking statements. The
Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
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