RTO SPA Vendors dispute WOGC Interpretation of Due Diligence Delivery

Executive Summary

• Waskahigan Oil & Gas Corp. (WOGC) reports a dispute with the TMI Parties over compliance with the third amendment to its Share Purchase Agreement (SPA), potentially jeopardizing the planned reverse‑take‑over (RTO).
• The TMI Parties failed to make required $15,000 USD payments and did not elect extensions on the stipulated dates, leaving due‑diligence delivery unresolved.
• No arbitration dates have been set; parties remain in discussions to determine next procedural steps, with further updates promised.

Key Details

• SPA Amendment #3 Conditions:
• Delivery of due‑diligence information by Nov 7 2025 or SPA terminates.
• Option to extend termination date to Nov 21 2025 required a $15,000 USD payment on Nov 7 2025.
• If extended, another $15,000 USD due by Nov 21 2025; total $30,000 USD payable for extension to Dec 15 2025.
• Extension to Dec 15 2025 also required a CSE listing application by that date.
• Compliance Status:
• Some due‑diligence material was made available by Nov 6 2025, but its adequacy remains disputed.
• No elections were made on Nov 7 or Nov 21 2025; no payments of $15,000 USD were received on either date.
• Dispute Resolution: SPA mandates arbitration for any disputes; no arbitration schedule has been set.
• Impact on Transaction Timeline: Completion of the RTO‑related transactions remains targeted for Feb 15 2026, but current non‑compliance threatens that deadline.
• Future Actions: Parties are in discussions to clarify outstanding matters and determine next procedural steps; further updates will be provided as appropriate.

Notable Quotes

(No direct quotes were included in the release.)