NL2 Capital Inc. Signs Definitive Agreements for Proposed Qualifying Transaction

• NL2 Capital Inc. has signed definitive share purchase agreements to acquire the Talon Group – a Newfoundland-based trio of industrial service companies (Talon Energy Services, Basil Fearn (93) Ltd., Trinity Roofing) – in a Qualifying Transaction under TSXV rules.
• The aggregate purchase price is about $7.7 million, paid 40% in cash and 60% in NL2 shares at a deemed price to be set by the concurrent financing.
• In the fiscal year ended March 31 2026, the Talon Group generated unaudited combined revenue of ~$16.0 million, net income of $0.9 million, and adjusted EBITDA of $1.3 million.
• NL2 plans to raise funds through a private placement of subscription receipts that will automatically convert into NL2 shares upon closing; proceeds will cover the cash portion of the price and provide working capital.
• Trading in NL2 shares remains halted; the company expects to close on or before July 15 2026, subject to TSXV conditional approval and other customary conditions.
• Upon closing, Terry King (President of Talon) becomes President & CEO of the resulting issuer, and Greg Drodge joins as Vice‑President and director; a corporate name change is expected.

This news materially advances the company’s transformation from a capital‑pool shell into an operating business. The earlier November 2025 announcement was a non‑binding LOI with an unnamed target; signing a definitive agreement with full financial disclosure removes significant uncertainty. For a halted shell with no prior operating assets, acquiring a profitable, revenue‑generating platform constitutes a fundamental change. The transaction will immediately create a small‑cap industrial services company with visible earnings, which is a material positive development. However, the closing remains conditional on financing and regulatory approval, and no new strategic investors or game‑changing backers are being introduced for the first time. Therefore the news is best characterized as Material – Positive, not a “Game Changer.”

NL2 Capital Inc. is a TSX Venture Exchange capital pool company (CPC) that has not yet completed a qualifying transaction. It currently has no operating business. The proposed acquisition of the Talon Group will become its flagship operation, creating a diversified industrial and infrastructure services platform. Talon’s businesses specialize in energy services, industrial roofing, and related services, serving long‑term infrastructure and industrial activity in Atlantic Canada.