Stracon rejects alleged false claims made by SLC

Executive Summary

• Stracon Group Holding Inc. has publicly rejected claims made by SLC Holdings Inc. regarding an Ontario Securities Commission (OSC) application seeking to halt trading in Stracon's shares.
• SLC alleges that Stracon does not own the former subsidiaries of Stracon Peru due to legal issues surrounding a cross-border amalgamation/merger completed on November 1, 2025.
• Stracon asserts that the merger was fully effective under both Canadian and Peruvian law on November 1, 2025, and that SLC’s objection is an attempt to secure a $26.8-million damages claim rather than challenge the validity of the merger.

Key Details

• Regulatory Action: SLC Holdings Inc. filed an application with the Ontario Securities Commission on January 22, 2026, seeking to halt trading in Stracon Group Holding Inc.'s shares.
• The Dispute: SLC alleges that, under Peruvian law, Stracon Peru is not part of Stracon Group Holding Inc., and therefore Stracon does not own the former subsidiaries of Stracon Peru.
• Company Rebuttal: Stracon states the allegation is "without merit." The company confirms that the cross-border amalgamation (referred to as a merger for Peruvian purposes) was completed on November 1, 2025, in accordance with Section 183 of the Yukon Business Corporations Act and Sections 344+ of the Peruvian Companies Law.
• Legal Status of Merger: Stracon asserts that as of November 1, 2025, all assets, liabilities, operations, rights, and obligations of Stracon Peru were assumed by Stracon Group Holding Inc. through its Peruvian branch. Stracon believes SLC has no legal power to reverse the merger under Peruvian law.
• Underlying Litigation: SLC previously commenced litigations against Stracon Peru and objected to the merger in Peru on December 5, 2025 (served on Stracon on December 30, 2025).
• Financial Stakes: In the underlying Peruvian litigations, SLC is seeking damages of $26.8 million (U.S.). Stracon characterizes this objection as a mechanism to secure this claim rather than a genuine challenge to the merger's effectiveness.
• Company Stance: Stracon reaffirms the accuracy of its prospectus dated December 16, 2025, and states it will contest the OSC application, confident its position will be vindicated.

Notable Quotes

• "This allegation is without merit. For Peruvian purposes (as well as for Canadian legal purposes), the merger became fully effective on Nov. 1, 2025, and, on such date, all assets, liabilities, operations, rights and obligations of Stracon Peru were assumed by the company through its Peruvian branch..."
• "As a matter of Peruvian law, SLC's objection to the merger is directed at securing SLC's claim to this amount, not at challenging the effectiveness of the merger."
• "The company believes that the litigations commenced in Peru, which have motivated SLC's application, are entirely without merit."