Meraki qualifying transaction with Torque cancelled

Executive Summary

• Meraki Acquisition One Inc. has terminated its proposed qualifying transaction with Torque Strategy Inc. following the expiration of the letter agreement dated July 31, 2025.
• The termination occurred because the parties were unable to satisfy binding conditions, including required financing and regulatory approvals, by the deadline of December 31, 2025.
• Trading in Meraki's common shares was halted at the company's request and will resume only after the TSX Venture Exchange completes its resumption review.

Key Details

• Transaction Status: The proposed qualifying transaction between Meraki Acquisition One Inc. and Torque Strategy Inc. has been terminated.
• Agreement Details: The termination follows the expiration of the letter agreement dated July 31, 2025, which was previously announced on August 1, 2025.
• Reason for Termination: The parties failed to satisfy conditions precedent, specifically the completion of required financing and regulatory approvals, by the agreed-upon deadline of December 31, 2025.
• Obligations: Binding obligations under the letter agreement have ended; neither Meraki nor Torque has any further obligations regarding the proposed transaction.
• Financial Consideration: No deposit or cash advance was made by Meraki to Torque in connection with the proposed transaction.
• Trading Status: Trading in Meraki's common shares was halted at the company's request. Resumption is contingent upon the TSX Venture Exchange completing its resumption review.
• Future Plans: Meraki continues to evaluate and pursue other acquisition opportunities to complete a qualifying transaction in accordance with TSX Venture Exchange policies.

Notable Quotes

• "As the parties were unable to satisfy these conditions by the agreed timeline, the binding obligations under the letter agreement have ended, and neither Meraki nor Torque has any further obligations in respect of the proposed transaction."
• "Meraki continues to evaluate and pursue other acquisition opportunities with a view to completing a qualifying transaction in accordance with the policies of the TSX Venture Exchange and will provide further updates as appropriate."