NU E Power Corp Initiates Strategic Reset with Move to Unwind Legacy Transaction and Strengthen Share Structure

Executive Summary

• NU E Power Corp. has entered a non‑binding LOI with Redhill Capital to rescind the October 10 2025 acquisition of Blu Dot Systems Inc., restoring both parties to their pre‑acquisition positions.
• The proposed rescission will involve cancellation of 29,500,000 NU E common shares issued as consideration for the original deal (deemed price $0.13 per share) and transfer of all Blu Dot shares back to the former owners, with no cash consideration required.
• Concurrently, two directors (Mandy Cummings and Devon Sandford) have resigned; upon completion, the cancelled shares will be removed from NU E’s issued capital, and the company expects no material adverse impact on operations.

Key Details

• LOI Date: February 18 2026 (non‑binding).
• Rescission Mechanics:
• NU E to transfer all Blu Dot common shares back to the Vendors (former shareholders of Blu Dot), free and clear.
• Vendors to return 29,500,000 NU E “Consideration Shares” for cancellation at a deemed price of $0.13 per share.
• No cash will change hands, except any required payments to settle specific liabilities.
• Liabilities: All Blu Dot obligations will be assumed by the Vendors, who will jointly indemnify NU E against any claims arising from Blu Dot’s operations.
• Regulatory Approvals Required:
• Canadian Securities Exchange (CSE) approval for share cancellation.
• Standard corporate approvals and filings.
• Target Closing Date: February 27 2026, subject to customary conditions (representations & warranties, regulatory consents, mutual releases, etc.).
• Board Changes: Resignation of directors Mandy Cummings (née Adamowski) and Devon Sandford, effective immediately; board thanked them for their service.
• Share Capital Impact: Upon completion, 29,500,000 NU E shares will be cancelled, reducing the company’s issued and outstanding share count accordingly.
• CEO Statement: Broderick Gunning highlighted the rescission as a “positive development” that aligns NU E with its merchant‑banking‑focused energy model and enables refocusing on core power‑site development.

Notable Quotes

“This rescission represents an important milestone in the evolution of NU E's business model toward a merchant banking-focused energy company… We believe this is a positive development for the Company and its shareholders as we continue to build long-term value.” – Broderick Gunning, CEO

Materiality Assessment: Material – Positive (the transaction reverses a prior acquisition, materially alters share capital, and is presented by management as strategically beneficial).