The Share Purchase Agreement Amongst Waskahigan Oil & Gas Corp, Mumena Mushinge, Brian Chisala, Terra Metals Inc., Terra Metals Limited and Lunda Resources Limited Has Terminated for Failure to Provide Due Diligence Information and Failure to Make CSE App

Executive Summary

• Waskahigan Oil & Gas Corp. (“WOGC”) announced that the Share Purchase Agreement (SPA) with Terra Metals Inc., Terra Metals Limited, Lunda Resources Limited, CARE, Mumena Mushinge and Brian Chisala was terminated due to multiple defaults by the TMI Parties.
• The TMI Parties failed to provide required due‑diligence documentation and missed the September 15, 2025 deadline for filing a CSE listing application.
• WOGC’s proposal to extend the SPA was rejected, leaving the transaction permanently cancelled.

Key Details

• Original SPA Date: May 16 2025 (announced May 21 2025).
• Amendments: SPA Amending Agreement #1 (June 16 2025) and #2 (July 31 2025).
• Required Deliverables from TMI Parties:
• Corporate minute‑book information.
• Joint‑venture expenditure disclosure.
• Audited financial statements for year ended Dec 31 2024.
• Interim unaudited financial statements for six months ended Jun 30 2025.
• MD&A disclosures for the 12‑month period ending Dec 31 2024 and the six‑month period ending Jun 30 2025.
• Default Events: TMI Parties did not provide any of the above documents and failed to submit a CSE listing application by the September 15, 2025 deadline.
• Termination Clause: Under the SPA (as amended), the defaults triggered automatic termination without further notice.
• Extension Offer: WOGC offered to extend the SPA; the offer was declined by the TMI Parties.
• Impact: The termination eliminates any prospective equity transaction and associated financing or strategic partnership that would have arisen from the SPA.

Notable Quotes

(No quotes were included in the release.)