763997 ALBERTA LTD. (FORMERLY TARGET CAPITAL INC.) and GRAFTON VENTURES ENERGY HOLDINGS CORP. ANNOUNCE CONDITIONAL APPROVAL FOR BUSINESS COMBINATION TRANSACTION

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, May 21, 2024 /CNW/ - 763997 Alberta Ltd. (formerly Target Capital Inc.) ("TCI") (NEX: TCI.H) and Grafton Ventures Energy Holdings Corp. ("Grafton") are pleased to announce that TCI has received conditional approval from the TSX Venture Exchange (the "TSXV") for its previously announced business combination transaction (the "Transaction") that will result in the reverse take-over of TCI by Grafton.

The Transaction remains subject to the certain customary conditions, including but not limited to, final approval of the TSXV, the completion of the $3.0 million (minimum) non-brokered private placement (the "Non-Brokered Private Placement") and the consolidation of the common shares of TCI on a 40-for-1 basis (the "Consolidation"). TCI, upon and subject to completion of the Transaction, will continue under the name "Westgate Energy Inc." (the "Resulting Issuer" or "Westgate") and trade on the TSXV under the symbol "WGT". The Transaction and the Non-Brokered Private Placement are expected to close on or around May 23, 2024.

Further to the press release dated March 15, 2024 relating to the closing of Grafton's brokered private placement (the "Brokered Private Placement"), the proceeds from Brokered Private Placement of 24,333,901 subscription receipts (the "Grafton Subscription Receipts") at a price of $0.15 per Grafton Subscription Receipt (for aggregate gross proceeds of $3,650,085) will be released from escrow immediately prior to the closing of the Transaction.

It is anticipated that 47,660,238 common shares of the Resulting Issuer ("Resulting Issuer Shares")  are to be issued pursuant to the Transaction at a deemed price per share of $0.44. This includes an aggregate of 547,090 Resulting Issuer Shares and $59,279 in cash issued to certain officers and directors of TCI pursuant to compensation settlement agreements ("Compensation Settlement Agreements") entered into between TCI and such officers and director. All amounts payable to the officers and directors of TCI will be settled pursuant to the Compensation Settlement Agreements.

Following closing of the Transaction, 9,787,943 Resulting Issuer Shares and 5,911,092 Resulting Issuer Share purchase warrants will be subject to escrow and/or contractual lock-up.

TCI has filed a filing statement dated May 15, 2024 (the "Filing Statement") with the TSXV and on SEDAR+. Additional information in respect of Grafton, the Transaction, the Non-Brokered Private Placement, and the Brokered Private Placement can be found in the Filing Statement.

Westgate Strategy

Westgate will be 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 proposed 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 will be uniquely positioned as one of a select few publicly listed, pure-play high-growth junior oil companies focused on the Mannville Stack fairway.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and completion of the Non-Brokered Private Placement. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, 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 TCI 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. 

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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 TCI, Grafton, the Resulting Issuer and their respective businesses, which may include, but are not limited to, the completion of the Transaction and the timing thereof, the closing of the Non-Brokered Private Placement and the timing thereof, the Consolidation, TCI's name change and trading on the TSXV, the Brokered Private Placement proceeds being released from escrow and the timing thereof, the number of Resulting issuer Shares to be issued including under the Compensation Settlement Agreements, the Resulting Issuer Shares and Resulting Issuer Share purchase warrants to be subject to escrow and/or contractual lock-up, the business strategy of the Resulting Issuer, 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 satisfaction of all conditions to the completion of the Transaction and the receipt of all necessary approvals, the Resulting Issuer's ability to execute its business strategy and market conditions. Although TCI and/or Grafton, as applicable, believe 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 TCI and/or Grafton, as applicable, including but not limited to, the inability to satisfy all conditions to the Transaction and/or the failure to obtain all necessary approvals. Moreover, in respect of Grafton and the Resulting Issuer, exploration, appraisal, and development of oil and natural gas reserves are speculative activities and involve a degree of risk. Although TCI and Grafton have 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 TCI and Grafton undertake 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 763997 ALBERTA LTD. (FORMERLY TARGET CAPITAL INC.)

For further information concerning 763997 Alberta Ltd., please contact: Theo Zunich, Email: [email protected]; For further information concerning Grafton Ventures Energy Holdings Corp., please contact: Nick Grafton, Email: [email protected]