Grafton Ventures Energy Holdings Corp. entered into a non-binding letter of intent to acquire Target Capital Inc. (TCI) in a reverse merger transaction for CAD 13.6 million in a reverse merger transaction on January 11, 2024. Grafton Ventures Energy Holdings Corp. entered into an amalgamation agreement to acquire Target Capital Inc in a reverse merger transaction on March 14, 2024. Under the terms of the LOI, TCI and Grafton will complete the transaction by way of a three-cornered amalgamation or another similar transaction whereby, each Grafton Share will be exchanged for 0.3443 common shares of the Resulting Issuer (?Resulting Issuer Shares?), on a post-Consolidation basis, at a deemed price of CAD 0.44 per Resulting Issuer Share, and each convertible, exchangeable or exercisable security of Grafton will be exchanged for a convertible, exchangeable or exercisable security of the Resulting Issuer on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of Grafton. Upon the completion of the Transaction, it is anticipated that the Grafton Shareholders will hold 60% of the resulting issuer shares on (non-diluted) basis, representing 30,963,684 shares (post-Consolidation). Upon completion of the Transaction, TCI will carry on the oil and gas exploration and production business of Grafton under the name ?Westgate Energy Inc.? (the ?Resulting Issuer? or ?Westgate?). TCI and Grafton intend to apply to have the Resulting Issuer Shares listed on the TSX Venture Exchange (the ?TSXV?) and for the Resulting Issuer to satisfy the criteria for a Tier 2 oil and gas exploration or reserves company. TCI will, prior to the completion of the Transaction, consolidate its common shares (the ?TCI Shares?) on a 40-for-1 basis (the ?Consolidation?). Upon the completion of the transaction, it is anticipated that directors and officers of the Resulting Issuer will include: Richard Grafton as Executive Director, Kelly Ogle as Director, Art Agoli as Director, Dan Brown as Chief Executive Officer and Director, Nick Grafton as Chief Financial Officer and Corporate Secretary, Jordan Kevol as Chief Operations Officer, and Dale Mennis as Vice President, Corporate Development.

Completion of the transaction is conditional on obtaining all necessary regulatory and third party approvals, approval of the transaction by Grafton shareholders, completion of the consolidation of TCI common shares, TCI shall have a minimum cash, current cash receivables, cash equivalents, and Anticipated Cash Inflows, net of accounts payable and accrued liabilities, each of the directors and officers of TCI shall have provided their resignations, Eight Capital providing to the TSXV a ?Sponsor Report? that it has completed appropriate due diligence on both the transaction and the Filing Statement, TCI shall have sold, transferred or otherwise disposed of all of its IADC Shares prior to the closing, the completion of the Grafton Private Placements for minimum gross proceeds of CAD 7,000,000, each of Grafton, TCI and Zunich shall have entered into the Transition Agreement, if required, TCI shall have sold, transferred or otherwise disposed of all of its Industrial Avenue Development Corp. shares prior to the closing, and shareholder approvals for a transaction of this type, including but not limited to the approval of the TSXV, TCI and Grafton entering into a definitive agreement with respect to the transaction, the completion of the Private Placement for aggregate minimum gross proceeds of CAD 7 million, and the approval of the transaction by the shareholders of Grafton and. As of March 15, 2024, brokered private placement of 24.3 million subscription receipts of Grafton for gross proceeds of CAD 3.7 million was closed. The completion of the transaction is expected to occur in March 2024. As of March 15, 2024, completion of the transaction is expected to occur in April or May of 2024. Eight Capital is acting as exclusive financial advisor to Grafton in respect to the Transaction and the Brokered Private Placement. Scott Cochlan and Michael Pedlow of Torys LLP are acting as legal counsel to Grafton in respect of the acquisition and the Private Placement and will act as counsel to the Resulting Issuer upon completion of the transaction. Sony Gill and Ben Layton of Stikeman Elliott LLP are acting as legal counsel to TCI in respect to the transaction. Dentons Canada LLP is acting as legal counsel to the Agents in respect to the Brokered Private Placement. Odyssey Trust Company acted as registrar and transfer agent to TCI.