Ann: Notification of cessation of securities - LCL, page-10

Even if the deal becomes binding in February, the $10m doesn't. From the term sheet:

• LCL has granted TGC an option to acquire its Colombian projects.
• TGC to pay LCL $1 million in cash upon satisfaction of the Conditions Precedent.
• TGC must complete a transaction to go public on a recognised Canadian stock exchange by the 31st December 2025 (“Going Public Transaction”) and if TGC fails to complete the Company will retain the cash consideration and the Colombian projects.
• The Going Public Transaction may be extended until December 2026 subject to certain expenditure commitments and cash payments made to the Company.
• The Company is to receive an additional $0.5 million in cash and a percentage of theshare capital in the vehicle that completes the Going Public Transaction equivalent to $8.5 million in consideration shares upon the Going Public Transaction.
• TGC has the option to pay the Company $9 million in cash, in addition to the $1 million up front payment to acquire 100% of the projects in lieu of a Going Public Transaction



There are still substantial risks and barriers to LCL getting the remaining $8.5m, and even then it may not be in cash but in shares of the new entity.