WESTGATE ENERGY INC. (FORMERLY 763997 ALBERTA LTD.) ANNOUNCES COMPLETION OF BUSINESS COMBINATION TRANSACTION

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

CALGARY, AB, May 23, 2024 /CNW/ - Westgate Energy Inc. (formerly 763997 Alberta Ltd.) (the "Corporation" or "Westgate") (TSXV: WGT) is pleased to announce that it has completed its business combination transaction pursuant to which the Corporation and Grafton Ventures Energy Holdings Corp. ("Grafton") combined their respective businesses (the "Transaction"). In connection with the Transaction:

• the Corporation completed the consolidation of its common shares on a 40-for-1 basis;
• Grafton completed a non-brokered private placement of 22,566,702 units, comprised of 22,566,702 common shares in the capital of Grafton ("Grafton Shares") and 22,566,702 Grafton Share purchase warrants, for aggregate gross proceeds of $3,385,005;
• each subscription receipt of Grafton issued pursuant to its brokered private placement for aggregate gross proceeds of $3,650,085 was converted into one Grafton Share and one Grafton Share purchase warrant and the proceeds therefrom were released from escrow;
• each Grafton Share and Grafton Share purchase warrant was exchanged for 0.34433507 common shares in the capital of the Corporation ("Resulting Issuer Shares") and 0.34433507 Resulting Issuer Share purchase warrants, respectively;
• the Corporation issued 547,090 Resulting Issuer Shares to certain former directors and officers of the Corporation pursuant to compensation settlement agreements; and
• the Corporation, as the resulting issuer (the "Resulting Issuer"), will continue the business of Grafton and has changed its name from "763997 Alberta Ltd." to "Westgate Energy Inc.".

Subject to receiving final acceptance from the TSX Venture Exchange (the "TSXV"), the Resulting Issuer Shares are expected to resume trading under the symbol "WGT" shortly after all filing requirements are met. The Transaction resulted in the issuance of 47,660,238 Resulting Issuer Shares at a deemed price per share of $0.44.

The board of directors of Westgate now consists of Richard Grafton, Daniel Brown, Kelly Ogle and Artan Agolli. The senior management team of Westgate now consists of Daniel Brown, Nicholas Grafton and Jordan Kevol.

Shareholders are encouraged to review the filing statement dated May 15, 2024 filed in connection with the Transaction which can be found on Westgate's SEDAR+ profile at www.sedarplus.ca.

Westgate is focused on the emerging Mannville Stack fairway located in East-Central Alberta and West Central Saskatchewan. This fairway is characterized by known accumulations of medium and heavy oil and 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 economics throughout Western Canada.

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

Investors are cautioned that, except as disclosed in the filing statement dated May 15, 2024, 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 Westgate 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 press 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.

Notice regarding forward-looking statements:

This press release includes forward-looking statements regarding the Resulting Issuer and its businesses, which may include, but are not limited to, the business strategy of the Resulting Issuer, the resumption of trading of the Resulting Issuer Shares and the timing thereof, 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 Resulting Issuer's ability to execute its business strategy and market conditions. Although the Resulting Issuer believes 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 the Resulting Issuer, including but not limited to, the inability to satisfy the failure of the Resulting Issuer to execute its business strategy and changing market conditions. Moreover, exploration, appraisal, and development of oil and natural gas reserves are speculative activities and involve a degree of risk. Although the Resulting Issuer has 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 the Resulting Issuer undertakes 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 TSX Venture Exchange 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 Westgate Energy Inc.