Westgate debentureholder Agolli to convert debentures

Executive Summary

• Westgate Energy Inc. announces the anticipated conversion of convertible unsecured debentures held by director Art Agolli into common shares, subject to TSX Venture Exchange approval of a related private placement warrant amendment.
• The conversion involves the issuance of 2.8 million common shares at a price of 25 cents per share, along with additional shares to satisfy accrued interest obligations.
• The transaction is accompanied by an extension of the expiry date for private placement warrants from March 7, 2026, to March 7, 2027.

Key Details

• Debenture Holder: Art Agolli, a director of Westgate Energy Inc.
• Original Issuance: The convertible debentures were issued on March 7, 2025, pursuant to a non-brokered private placement offering of 700 units at $1,000 per unit, generating gross proceeds of $700,000.
• Original Unit Structure: Each private placement unit consisted of $1,000 principal amount of convertible debentures and 285 common share purchase warrants.
• Original Warrant Terms: Each warrant entitled the holder to acquire one common share at an exercise price of 27 cents.
• Conversion Terms: The convertible debentures will be converted into 2.8 million common shares at a conversion price of 25 cents.
• Accrued Interest Settlement:
  • The company expects to satisfy and pay accrued and unpaid interest from the date of issuance to February 27, 2026, by issuing an additional 316,971 common shares.
  • Interest accruing from February 27, 2026, to the date of conversion will be paid by issuing a number of common shares equal to the accrued interest amount divided by the market price on the date of conversion.
• Warrant Amendment: Subject to TSX-V approval, the expiry date of the private placement warrants is extended from March 7, 2026, to March 7, 2027. All other terms remain unchanged.
• Regulatory Reliance: The company is relying on exemptions from formal valuation and minority approval requirements under Multilateral Instrument 61-101 (sections 5.5(b) and 5.7(1)(a)).