NL2 Capital Inc. Announces Proposed Qualifying Transaction Launching its Strategy to Build a Diversified Portfolio of Operating Businesses

Executive Summary

• NL2 Capital Inc. entered into non‑binding letters of intent to acquire a diversified group of Canadian companies, which will constitute its “Qualifying Transaction.”
• The company plans concurrent private placements of subscription receipts to fund the purchase price and working capital, with automatic conversion into shares upon closing.
• Expected close of the transaction is by March 31 2026, subject to customary approvals and conditions; trading in NL2’s common shares remains halted until completion.

Key Details

• Target: Unnamed Canadian diversified group of operating businesses (the “Target Companies”).
• Transaction Structure: Acquisition will be completed through a Qualifying Transaction under TSX‑V policies; Target Companies to become wholly‑owned subsidiaries of the resulting issuer.
• Financing Plan: One or more brokered and/or non‑brokered private placements of subscription receipts (“Subscription Receipts”) to raise proceeds for the purchase price and working capital (the “Concurrent Financing”).
• Conversion Mechanism: Upon closing, Subscription Receipts will automatically convert, at no additional consideration, into shares of the resulting issuer.
• Closing Timeline: Anticipated completion by 31 March 2026.
• Conditions to Closing:
• No material adverse change to Target Companies’ business.
• Receipt of all required consents, regulatory approvals (including conditional TSX‑V approval), and shareholder approvals as applicable.
• Completion of the Concurrent Financing.
• Other customary closing conditions.
• Share Trading Status: NL2’s common shares are halted per TSX‑V policy and will remain so until the transaction closes or an earlier release is permitted.
• Future Disclosures: Full terms of the financing and acquisition (capital structure, financials of Target Companies, insider information, sponsorship details) will be provided in a forthcoming comprehensive news release to satisfy TSX‑V Policy 2.4.

Notable Quotes

(No direct quotes were included in the release.)