Waskahigan Oil & Gas Corp. (CSE: WOGC) announced on September 15, 2026 that it has entered into a non-binding letter of intent dated September 14, 2026 to complete a business combination with Private.Ki Ltd., a privately held company that provides an encrypted communication SuperApp unifying email, chat, and messenger in a single private space. If completed, the transaction would effectively transform Waskahigan's business into that of Private.Ki. The deal includes a proposed share consolidation and milestone-based earn-out provisions, making it a significant potential pivot for the company and its shareholders.

Key Points

  • Waskahigan Oil & Gas Corp. (CSE: WOGC) announced a non-binding letter of intent with Private.Ki Ltd.
  • The proposed transaction would result in Private.Ki's encrypted SuperApp business becoming the business of Waskahigan.
  • Total consideration is CAD$2.5 million at closing, with up to CAD$14 million in additional milestone shares potentially payable by April 30, 2029.
  • Investors should watch for execution of a definitive agreement, targeted by October 31, 2026, and CSE and shareholder approvals.

Deal Structure: Cash, Shares, and a Four-for-One Consolidation

Under the terms of the letter of intent, Waskahigan would pay CAD$2.5 million to Private.Ki shareholders on the closing date — CAD$500,000 in cash and CAD$2 million through the issuance of post-consolidation common shares at $0.60 per share. In connection with the transaction, the company is contemplating a consolidation of its common shares on the basis of four pre-consolidation shares for one post-consolidation common share. The parties also intend to complete an interim financing, though the release states its terms have not yet been settled.

Milestone Earn-Out Could Add Up to CAD$14 Million for Private.Ki Shareholders

Beyond the closing consideration, the letter of intent provides for an additional CAD$14 million payable to Private.Ki shareholders through post-consolidation shares, contingent on the achievement of certain business milestones by December 31, 2028. Should those milestones be met, the milestone shares would be issued on or before April 30, 2029 at a price equal to the greater of $0.60 per share or the minimum price permitted by the CSE at the time of issuance. The release does not specify what those business milestones are.

Leadership Changes Planned for the Resulting Issuer

On completion of the transaction, the resulting issuer's board is expected to comprise five directors: Thomas Schroeter, Ross Ewaniuk, Jamil Kassam, and two nominees of Private.Ki. Thomas Schroeter would serve as Chief Executive Officer and President, while Stephen Brohman would continue as Chief Financial Officer and Corporate Secretary. Ross Ewaniuk would resign as Interim Chief Executive Officer and Brohman as a director upon closing. All appointments remain subject to CSE acceptance. The transaction is expected to constitute a "Fundamental Change" under CSE policies.

Multiple Conditions Must Be Met Before Any Transaction Closes

The proposed transaction remains subject to due diligence, execution of a definitive agreement, shareholder approval, CSE approval, and any other required regulatory clearances. The parties are targeting execution of a definitive agreement by October 31, 2026. The release explicitly cautions that there is no assurance the transaction will be completed. The immediate share price impact was not clear from available public information.