/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR
DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
THE SHELF PROSPECTUS SUPPLEMENT, THE
CORRESPONDING BASE SHELF PROSPECTUS AND ANY AMENDMENT TO THE
DOCUMENTS IS ACCESSIBLE THROUGH SEDAR+ OR WILL BE ACCESSIBLE
THROUGH SEDAR+ WITHIN 2 BUSINESS DAYS, AS
APPLICABLE.
CALGARY,
AB, March 11, 2025 /CNW/ - Westgate Energy
Inc. (the "Company" or "Westgate") (TSXV: WGT) is pleased
to announce that it has entered into a best-efforts agreement with
Haywood Securities Inc. (the "Agent"), pursuant to which the
Agent has offered to sell, on a "best-efforts agency basis", up to
40,000,000 units (the "Units") at a price of $0.15 per Unit (the "Issue Price") for
aggregate gross proceeds to the Company of up to $6.0 million (the "Offering"). Each Unit
will be comprised of one common share in the capital of the Company
(a "Common Share") and one common share purchase warrant of
the Company (a "Warrant"). Each Warrant will entitle the
holder to acquire one Common Share for an exercise price of
$0.24 per share for 24 months from
the Closing Date (as defined below).
The Company has agreed to grant the Agent an over-allotment
option to offer for sale up to an additional 15% of the aggregate
number of Units at the Issue Price, exercisable in whole or in part
at any time for a period ending 30 days from the Closing
Date.
The Units will be offered under the short form base shelf
prospectus of the Company dated September
23, 2024 (the "Base Shelf Prospectus"), as
supplemented by a shelf prospectus supplement (the "Prospectus
Supplement") to be prepared and filed in each of the provinces
of Canada, other than Quebec. The Units will also be offered by way
of a private placement in the United
States, and in those jurisdictions outside of Canada and the
United States which are agreed to by the Company and the
Agent, where the Units can be issued on a private placement basis,
exempt from any prospectus, registration or other similar
requirements.
The Offering is expected to close on or about March 26, 2025 (the "Closing Date") and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the
TSX Venture Exchange.
The securities 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 U.S. state securities laws, and may
not be offered or sold in the United
States without registration under the U.S. Securities Act
and all applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the
United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
The Company intends to use the net proceeds from the Offering to
fund the recently announced acquisition of Mannville Stack focused
assets in East-Central Alberta near Frog Lake (the "Strategic
Acquisition") as well as drilling on existing Company lands and
the Strategic Acquisition lands.
Access to the Prospectus Supplement, the Base Shelf Prospectus
and any amendment to such documents is provided in accordance with
securities legislation relating to the procedures for providing
access to a shelf prospectus supplement, a base shelf prospectus
and any amendment. The Base Shelf Prospectus is, and the Prospectus
Supplement will be (within two business days from the date hereof),
accessible on SEDAR+ at www.sedarplus.com. An electronic or paper
copy of the Prospectus Supplement, Base Shelf Prospectus, and any
amendment to such documents may be obtained, without charge, from
Haywood Securities Inc., at 808 First Street SW, Suite 400,
Calgary, Alberta, T2P 1M9, Attn:
Clark Andrews, Head of Energy
Investment Banking, or by email at ecm@haywood.com.
Forward-Looking Information
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "should",
"believe", "intends", "forecast", "plans", "guidance" and similar
expressions are intended to identify forward-looking statements or
information.
More particularly and without limitation, this document
contains forward-looking statements and information relating to
anticipated timing of the closing of the Offering and the
anticipated use of proceeds from the Offering. The forward-looking
statements and information are based on certain key expectations
and assumptions made by the Company, including expectations and
assumptions relating to prevailing commodity prices and exchange
rates, applicable royalty rates and tax laws, future well
production rates, the performance of existing wells, the success of
drilling new wells, the availability of capital to undertake
planned activities, the availability and cost of labour and
services and the receipt of all necessary approvals, including the
approval of the TSX Venture Exchange.
Although the Company believes that the expectations reflected
in such forward-looking statements and information are reasonable,
it can give no assurance that such expectations will prove to be
correct. Since forward-looking statements and information address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results may differ
materially from those currently anticipated due to a number of
factors and risks. These include, but are not limited to, the risks
associated with the oil and gas industry in general such as
operational risks in development, exploration and production,
delays or changes in plans with respect to exploration or
development projects or capital expenditures, the uncertainty of
estimates and projections relating to production rates, costs and
expenses, commodity price and exchange rate fluctuations, marketing
and transportation, environmental risks, competition, the
ability to access sufficient capital from internal and external
sources and changes in tariff, tax, royalty and environmental
legislation. The forward-looking statements and information
contained in this document are made as of the date hereof for the
purpose of providing the readers with the Company's expectations.
The forward-looking statements and information may not be
appropriate for other purposes. The Company undertakes no
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Westgate Energy Inc.
