Martina signs definitive agreement for 7303 Warden

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).