NL2 Capital signs LOIs for QT in Canada

Executive Summary

• NL2 Capital Inc. has entered into non-binding letters of intent to acquire a Canadian diversified group of companies, which will constitute a qualifying transaction under TSX Venture Exchange policies.
• The transaction is the first step in a strategy to build a diversified portfolio of operating businesses in North America, with an initial focus on the Canadian market.
• The company plans to finance the purchase price and working capital through one or more private placements of subscription receipts, which will automatically exchange into shares of the resulting issuer upon completion.

Key Details

• Transaction Structure: Acquisition of a Canadian diversified group of companies via a qualifying transaction as defined by TSX Venture Exchange policies.
• Status: Non-binding letters of intent signed on November 6, 2025.
• Strategic Goal: Build a diversified portfolio of operating businesses in North America; target companies will operate as wholly owned subsidiaries while retaining key leadership for continuity.
• Financing: Proposed completion of one or more brokered and/or non-brokered private placements of subscription receipts to finance the purchase price and working capital.
• Share Exchange: Subscription receipts are expected to be automatically exchanged into shares of the resulting issuer for no additional consideration and without requiring further consent from holders.
• Closing Timeline: Expected to close by March 31, 2026.
• Conditions Precedent:
  • Entry into definitive agreements.
  • No material adverse change in the target companies' business.
  • Receipt of all necessary consents, regulatory approvals, and shareholder approvals (including conditional TSX-V approval).
  • Completion of the concurrent financing.
• Regulatory/Trading Status:
  • Transaction is arm's-length.
  • Shareholder approval not expected to be required (except as per applicable corporate law).
  • Trading in NL2 common shares is currently halted and will remain halted until closing or earlier permission under TSX-V Policy 2.4.
  • Full terms, capital structure, financial information of targets, and insider details will be disclosed in a future comprehensive news release pursuant to TSX-V Policy 2.4.