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

Executive Summary

• Solis Capital Worldwide Holdings Inc. entered into a definitive Business Combination Agreement with 7303 Warden Inc., to amalgamate its subsidiary Subco with 7303 and convert the mining issuer into an investment issuer.
• The transaction will result in approximately 500 million Resulting Issuer Common Shares being issued to former 7303 shareholders (≈86% ownership) and a $5 M private placement financing of 50 million units at $0.10 per unit.
• Closing is targeted for Q1 2026, subject to regulatory and shareholder approvals; the company’s shares are currently halted pending documentation.

Key Details

• Transaction Structure: Subco will amalgamate with 7303; all 7303 common shares will be exchanged at a ratio of 1,250,000 Resulting Issuer Common Shares per 7303 share (deemed price $0.10).
• Post‑Closing Ownership:
• Existing Solis shareholders – ~18.33 M shares (≈3.16%).
• Former 7303 shareholders – 500 M shares (≈86.15%).
• Financing investors – 50 M shares (≈8.62%).
• Financing: Non‑brokered private placement of 50 M units @ $0.10/unit → gross proceeds CDN $5 M. Each unit = 1 7303 common share + ½ warrant; warrants allow purchase of an additional 7303 share at $0.25 for 36 months. Units will be automatically exchanged for Resulting Issuer shares and warrants on a 1‑for‑1 basis at closing.
• Use of Proceeds: Working capital requirements of the Resulting Issuer.
• Finder’s Fee: Upon closing, 27.5 M common shares to be issued to Guildhall Investment Corp. as a finder's fee (subject to Exchange approval).
• Debt Conversion: Cancellation of $293,734.42 debt in exchange for issuance of 5,594,941 Debt Shares to six creditors; subject to a four‑month hold period.
• Related Party Transaction: CEO Dylan W.Z. Su is both a director of Solis and 7303; the company will seek exemptive relief from MI 61‑101 and obtain written consent from disinterested shareholders (>50.1%).
• Proposed Change of Business (COB): Shift from mining to an investment/merchant banking model, pending shareholder approval via written consent (>50.1% of shares).
• Regulatory Conditions: Requires TSX Venture Exchange approval for the amalgamation, change of business, and name continuation; also requires shareholder approvals as described.
• Closing Timeline: Anticipated in Q1 2026, contingent on all regulatory, shareholder, and financing conditions being satisfied.
• Trading Halt: Shares are halted pending submission of required documentation to the Exchange.

Notable Quotes

(No direct quotes were provided in the release.)