763997 ALBERTA LTD. (FORMERLY TARGET CAPITAL INC.) and GRAFTON VENTURES ENERGY HOLDINGS CORP. ANNOUNCE AMALGAMATION AGREEMENT

/Not for distribution to United States newswire services or for dissemination in the United States/

CALGARY, AB, March 15, 2024 /CNW/ - Further to the press release issued January 11, 2024 by 763997 Alberta Ltd. (formerly Target Capital Inc.) ("TCI") (NEX: TCI.H) and Grafton Ventures Energy Holdings Corp. ("Grafton"), TCI and Grafton are pleased to announce that they, together with 2595456 Alberta Ltd. ("Subco"), a wholly-owned subsidiary of TCI, have entered into an amalgamation agreement dated March 14, 2024 (the "Amalgamation Agreement") to complete the previously announced business combination transaction (the "Transaction") that will result in the reverse take-over of TCI by Grafton. Upon completion of the Transaction, TCI will carry on the oil and gas exploration and production business of Grafton under the name "Westgate Energy Inc." (the "Resulting Issuer" or "Westgate"). To facilitate the name change to "Westgate Energy Inc." at closing of the Transaction, TCI changed its name from "Target Capital Inc." to "763997 Alberta Ltd." on January 31, 2024 in accordance with shareholder approval obtained by it at the annual general and special meeting of shareholders held on January 31, 2023. 

Under the terms of the Amalgamation Agreement, TCI and Grafton will complete the Transaction by way of a three-cornered amalgamation whereby Subco and Grafton will amalgamate, each common share of Grafton will be exchanged for 0.3443 common shares of the Resulting Issuer ("Resulting Issuer Shares"), on a post-Consolidation basis (as defined below), at a deemed price of $0.44 per Resulting Issuer Share, and each convertible, exchangeable or exercisable security of Grafton will be exchanged for a convertible, exchangeable or exercisable security of the Resulting Issuer on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of Grafton (or adjusted in accordance with the terms of such securities to reflect the completion of the Transaction).

The Transaction remains subject to certain customary conditions, including but not limited to, the approval of the TSX Venture Exchange (the "TSXV"), the completion of the non-brokered private placement and the brokered private placement led by Eight Capital (for aggregate minimum gross proceeds of $7.0 million), the approval of the Transaction by the shareholders of Grafton, and the consolidation of the common shares of TCI on a 40-for-1 basis (the "Consolidation"). TCI and Grafton intend to apply to have the Resulting Issuer Shares listed on the TSXV and for the Resulting Issuer to satisfy the criteria for an oil and gas exploration or reserves company. Completion of the Transaction is expected to occur in April or May of 2024.

The brokered private placement of subscription receipts of Grafton led by Eight Capital is expected to close on or about March 15, 2024.

Please see the press release dated January 11, 2024 for more information. Additional details regarding the Transaction will be made available in a filing statement that will be filed with the TSXV and be available on TCI's profile on SEDAR+ at www.sedarplus.com. 

Sponsorship of a "New Listing" made in the context of a "Reverse Takeover" is required by the TSXV in accordance with Policy 2.2 of the TSXV Corporate Finance Manual, unless exempt in accordance with applicable TSXV policies or unless the TSXV provides a waiver. TCI intends to apply for an exemption or waiver from sponsorship requirements; however, there is no assurance that TCI will obtain this exemption.

Westgate will be focused on the emerging Mannville Stack fairway located in East-Central Alberta and West Central Saskatchewan, where known accumulations of medium and heavy oil 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 well economics throughout Western Canada.

Westgate's proposed management and board have extensive experience leading and building successful energy companies, starting with identifying high-quality assets. Common amongst the collective successes of the leadership group is targeting robust, large oil in place assets and achieving growth through successful drilling as well as strategic merger and acquisition opportunities. This proven blueprint of delivering shareholder value is foundational to the formation of Westgate. Westgate will be uniquely positioned as one of a select few publicly listed, pure-play high-growth junior oil companies, focused on the Mannville Stack fairway.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

 Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, 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 TCI 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 news 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.

This press release includes forward-looking statements regarding TCI, Grafton, the Resulting Issuer and their respective businesses, which may include, but are not limited to, the completion of the Transaction and the timing thereof, the application to list the Resulting Issuer Shares on the TSXV and the expectation that the Resulting Issuer will satisfy the criteria for an oil and gas exploration or reserves company, the Consolidation, the closing of the brokered private placement and the timing thereof, the business strategy of the Resulting Issuer, 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 satisfaction of all conditions to the completion of the Transaction and the receipt of all necessary approvals, the Resulting Issuer's ability to execute its business strategy and market conditions. Although TCI and/or Grafton, as applicable, believe 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 TCI and/or Grafton, as applicable, including but not limited to, the inability to satisfy all conditions to the Transaction and/or the failure to obtain all necessary approvals. Moreover, in respect of Grafton and the Resulting Issuer, exploration, appraisal, and development of oil and natural gas reserves are speculative activities and involve a degree of risk. Although TCI and Grafton have 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 TCI and Grafton undertake 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 TSXV 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 763997 ALBERTA LTD. (FORMERLY TARGET CAPITAL INC.)