H2 Ventures 1 Inc. Announces Agreement to Acquire Magnus Green Solar Panels Manufacturing LLC as its Qualifying Transaction

Executive Summary

• H2 Ventures 1 Inc. (TSXV: HO.P) has entered into a definitive share purchase agreement to acquire 100% of Magnus Green Solar Panels Manufacturing LLC, a UAE-based solar module manufacturer, in a transaction constituting a "Qualifying Transaction" under TSXV Policy 2.4.
• The transaction involves a reverse takeover structure where H2 will consolidate its shares (1-for-10), change its name to "Mirasol Green Energy Inc.," and issue approximately 48.87 million shares to the vendor (Manan Tailor) in exchange for all Magnus shares, valued at $2.00 per share.
• Upon closing, Magnus will become a wholly-owned subsidiary, and the resulting entity will operate as a Tier 2 Technology Issuer. The transaction is subject to TSXV approval, shareholder approval for the name change/consolidation, and a minimum treasury balance of $5,000,000.

Key Details

• Transaction Structure: H2 Ventures 1 Inc. acquires all issued and outstanding common shares of Magnus Green Solar Panels Manufacturing LLC.
• Consideration:
  • Issuance of 48,871,956 Resulting Issuer Shares to the Vendor (Manan Tailor).
  • Valuation of Consideration Shares: $2.00 per share.
  • Issuance of 2,906,896 Finder’s Shares to Morison Consulting Singapore Pte. Ltd. as a finder’s fee.
• Corporate Actions:
  • Share Consolidation: 1-for-10 consolidation of H2’s existing shares, resulting in 6,120,000 post-consolidation shares.
  • Name Change: H2 will change its name to "Mirasol Green Energy Inc." (or similar approved name).
  • Post-Transaction Ownership: Vendor holds ~84.41% of outstanding shares; existing H2 shareholders hold ~10.57%.
• Magnus Financials (Audited/Reviewed):
  • FY 2024 (Dec 31, 2024): Revenue of CAD$28,790,396.51; Gross Profit of CAD$6,470,478.37; Net Profit of CAD$3,955,125.29. Total Assets: CAD$25,505,791.79; Total Liabilities: CAD$13,606,320.17.
  • Six Months Ended June 30, 2025: Revenue of CAD$31,751,287.97; Gross Profit of CAD$7,596,783.01; Net Profit of CAD$5,624,047.55. Total Assets: CAD$31,072,759.96; Total Liabilities: CAD$14,910,559.24.
• Business Overview: Magnus is the only producer of both N-Type and P-Type solar panels in the UAE, operating a 600 MW capacity facility in Dubai’s National Industries Park. It holds certifications from TUV SUD, Intertek, Dekra, and the California Energy Commission.
• Proposed Board of Directors:
  • Manan Tailor (Chair)
  • Krunal Madhu
  • Manesh Mistry (Proposed CEO)
  • Arne Gulstene
  • Erin Campbell
  • Chris Sacre
• Conditions Precedent:
  • TSXV acceptance and regulatory approvals.
  • Minimum treasury of $5,000,000 (less fees/expenses).
  • Shareholder approval for Name Change and Consolidation.
  • No unapproved debt at Magnus; all accounts payable agreed upon.
  • Reconstitution of the Board to six directors.
  • No material adverse change in business or financial condition.
• Financing: H2 may raise up to USD$10,000,000 in a separate financing round on mutually agreed terms; details to be disclosed subsequently.
• Closing Date: Electronically on a date determined by the Company, no later than December 31, 2025.
• Escrow and Lock-up: Consideration shares subject to TSXV escrow rules; Vendor agreed to a one-year lock-up on Consideration Shares; Finder’s Shares subject to a four-month statutory hold period.
• Trading Status: Shares are currently halted from trading pending Exchange determination.

Notable Quotes

• None explicitly quoted in the text; however, the release notes that the transaction will result in the Resulting Issuer being a "Tier 2 Technology Issuer under the policies of the TSXV."