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Financings

Martina signs definitive agreement for 7303 Warden

By The Northwire Desk — AI Analysis Nov 18, 2025 · 19:26 MTN Martina Minerals Corp
MTN · Price

Executive Summary

  • Solis Capital Worldwide Holdings Inc. (formerly Martina Minerals Corp.) has entered into a definitive business combination agreement to acquire 7303 Warden Inc. via amalgamation with its subsidiary, 1001380488 Ontario Inc.
  • The transaction involves a significant change of business (COB) from a mining issuer to an investment issuer, with the resulting entity focusing on technology commercialization and merchant banking.
  • The deal includes a concurrent non-brokered private placement of 50 million units for $5 million in gross proceeds and the conversion of approximately $293k in debt into shares.

Key Details

  • Transaction Structure: Solis Capital will acquire 7303 Warden Inc. through an amalgamation with its wholly owned subsidiary, 1001380488 Ontario Inc. (Subco). The resulting entity will continue as a wholly owned subsidiary of Solis Capital.
  • Exchange Ratio: Each 7303 common share will be exchanged for 1.25 million fully paid and non-assessable Solis Capital common shares, based on a deemed price of $0.10 per 7303 share.
  • Shareholder Ownership Post-Transaction:
    • Current 7303 shareholders: 500 million shares (~86.15% of resulting issuer).
    • Current Solis Capital shareholders: ~18.33 million shares (~3.16% of resulting issuer).
    • Financing investors: 50 million shares (~8.62% of resulting issuer).
  • Financing Terms:
    • 7303 intends to complete a non-brokered private placement of 50 million units at $0.10 per unit.
    • Gross proceeds: $5,000,000.
    • Proceeds use: Working capital requirements of the resulting issuer.
    • Warrant Terms: Each unit comprises one 7303 common share and one-half of a share purchase warrant. Each whole warrant entitles the holder to purchase one additional 7303 common share at $0.25 for 36 months post-closing.
    • Conversion: Financing shares and warrants will automatically exchange for Solis Capital securities on a one-for-one basis (warrants retain same terms).
  • Debt Conversion:
    • Aggregate of 5,594,941 common shares to be issued to six creditors.
    • Cancellation of $293,734.42 in debt.
    • One creditor is a related party (CEO Dylan Su); exempt from formal valuation and minority approval under MI 61-101 as consideration is <25% of market cap.
    • All debt conversion securities subject to a four-month statutory hold period.
  • Finder’s Fee: 27.5 million common shares to be issued to Guildhall Investment Corp. Ltd.
  • Target Asset (7303 Warden Inc.):
    • Owns an industrial building at 7303 Warden Ave., Markham, Ont., comprising ~58,000 sq. ft. with four tenants.
    • 7303 has 400 common shares issued and outstanding.
    • No historical financial statements prepared; disclosure to follow upon completion of audited annuals for years ended Sept 30, 2024, and 2025.
  • Change of Business (COB):
    • Solis Capital is changing from a mining issuer to an investment issuer/merchant bank.
    • Focus areas: Public companies, near-public/private capital, global venture capital, and strategic physical commodities.
    • Shareholder approval sought via written consent from 50.1% of disinterested shareholders.
  • Board of Directors:
    • Dylan W.Z. Su (CEO)
    • Ungad Chadda (Director)
    • Christina Hu (Director)
    • Cao Hong Mei (Director)
    • Alan W.P. Huang (Director)
  • Regulatory & Timeline:
    • Subject to TSX Venture Exchange approval and shareholder consent.
    • Trading halted pending exchange approval.
    • Anticipated closing: First quarter of 2026.
    • Name change to Solis Capital Worldwide Holdings Inc. already approved by shareholders (June 30, 2025).
Read the original news release →

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Nov 18, 2025 · 10:00

Solis Enters Into Definitive Agreement in Respect of Proposed Acquisition of 7303 Warden Inc.

M&A / Property