VANCOUVER, BC, June 5, 2025 /CNW/ - H2 Ventures 1 Inc. (TSXV: HO.P) ("H2" or the "Company") is pleased to announce that it has entered into a binding term sheet dated May 30, 2025 (the "Term Sheet") with Magnus Green Solar LLC ("Magnus"), pursuant to which H2 and Magnus (each, a "Party" and collectively, the "Parties") have agreed to enter into a plan of arrangement, merger, amalgamation, share exchange and/or other similar transaction whereby H2 will acquire all of the issued and outstanding shares of Magnus (each, a "Magnus Share" and collectively, the "Magnus Shares")(the "Transaction"). The Transaction is subject to the approval of, inter alios, the TSX Venture Exchange (the "Exchange") and is intended to constitute the Qualifying Transaction (as such term is defined in the policies of the Exchange) of H2 in accordance with Policy 2.4 -- Capital Pool Companies of the Exchange ("Policy 2.4") of the Exchange Corporate Finance Manual. The Transaction constitutes an arm's length transaction and therefore, as currently contemplated, will not require shareholder approval under Policy 2.4. However, in the event the Transaction is structured as an amalgamation or a plan of arrangement, shareholder approval may otherwise be required for corporate law reasons.

The Parties intend to enter into a definitive agreement in respect of the Transaction (the "Definitive Agreement") on or prior to July 16, 2025 or as mutually agreed to by the Parties. In connection with the Transaction, if required, Magnus may raise up to USD$10,000,000 (the "Financing") on terms to be mutually agreed upon by the Parties. Further details of the proposed Financing, if applicable, will be disclosed in a subsequent press release.

The Company, upon completion of the Transaction ("Closing"), is hereinafter referred to as the "Resulting Issuer". The Resulting Issuer is expected to carry on the current business of Magnus. Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange. No deposits or advances have or will be made to Magnus or H2 with respect to the Transaction.

About Magnus Green Solar LLC

Magnus is a private company existing as a Limited Liability Company -- Single Owner (LLC -- SO) in the United Arab Emirates ("UAE") and was incorporated on March 6, 2023. Magnus operates in the UAE under a license issued by the Department of Economy and Tourism of the Government of Dubai, as a solar module manufacturer in the United Arab Emirates and the only producer of both N-Type and P-Type panels in the region. Magnus operates a state-of-the-art manufacturing facility located in Dubai's National Industries Park and has a present production capacity of 600 megawatts. Magnus' highly automated production capabilities, combined with globally recognized certifications--including those from TUV SUD, Intertek, Dekra, and the California Energy Commission--underscore its commitment to product quality, energy efficiency, and environmental sustainability. Magnus serves residential, commercial, and utility-scale markets across high-demand regions such as the United States, the Middle East, and India.

The current Control Person (as defined in the policies of the Exchange) of Magnus is Mr. Manan Tailor. Mr. Tailor currently holds all issued and outstanding Magnus Shares and is expected to become an Insider and Control Person (as such terms are defined in the policies of the Exchange) of the Resulting Issuer.

For its most recently completed year-end of December 31, 2024, Magnus generated CAD$28,581,534.72 (76,392,726 United Arab Emirates Dirham ("AED")) in total revenue, resulting in gross profits of CAD$6,423,537.86 (17,168,832 AED) and net profits of CAD$3,926,432.58 (10,494,569 AED) for the fiscal year. As at December 31, 2024, Magnus had a total assets value of CAD$25,317,016.99 (67,667,323 AED) and a total liabilities value of CAD$13,507,612.24 (36,103,146 AED). The foregoing amounts are audited and determined in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

For the three-months period ended March 31, 2025, Magnus generated CAD$16,047,530.68 (42,891,840 AED) in total revenue, resulting in gross profits of CAD$3,011,441.19 (8,048,980 AED) and net profits of CAD$2,508,577.15 (6,704,925 AED) for the three-month period. As at March 31, 2025, Magnus had a total assets value of CAD$29,274,980.17 (78,246,167 AED) and a total liabilities value of CAD$15,735,381.25 (42,057,527 AED). The foregoing amounts provided for the three-month period ended March 31, 2025 are auditor reviewed in accordance with the International Standards on Review Engagements 2410, Review of interim financial information performed by the Independent Auditor of the Entity.

All Canadian dollar figures presented herein are calculated based on the exchange rate for May 30, 2025 of CAD$1.00 = 2.6728 AED.

Summary of the Transaction

Whereas the Term Sheet sets out the general terms of the Transaction as currently contemplated by the Parties, the Parties will negotiate in good faith to enter into the Definitive Agreement on or before July 16, 2025 or as mutually agreed to by the Parties.

Pursuant to the terms and conditions of the Term Sheet, H2 will acquire all of the issued and outstanding shares of Magnus (each, a "Magnus Share" and collectively, the "Magnus Shares") in exchange for common shares in the capital of H2 (each, a "Consideration Share" and, collectively, the "Consideration Shares") at an exchange ratio of approximately 2,071,154.1 Consideration Shares for each Magnus Share held, resulting in the issuance of approximately 517,788,526 Consideration Shares issued to holders of Magnus Shares.

Holders of Magnus Shares, on a fully diluted basis, will receive Consideration Shares representing approximately 85.45% of the Resulting Issuer, on a fully diluted basis, prior to giving effect to the Financing (if applicable). The Consideration Shares may be subject to escrow restrictions pursuant to the policies of the Exchange and other statutory hold periods as required pursuant to applicable securities laws. The Transaction will be completed pursuant to, and in accordance with, corporate law requirements and available exemptions under applicable securities legislation.

The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers, permissions and approvals for the Transaction, including the approval of the Exchange; (ii) each of the Parties completing their respective due diligence of the other Party's business assets and liabilities; (iii) H2 having a minimum of $5,000,000 in treasury, less any fees or expenses incurred prior to Closing; (iv) Magnus having no unapproved debt and all accounts payable being agreed upon by the Parties prior to Closing; (v) H2 having 66,200,000 common shares in the capital of H2 ("Common Shares") issued and outstanding, of which 5,000,000 Common Shares will be subject to applicable escrow requirements in accordance with Exchange policies; (vi) changes to restrictions on Resulting Issuer shares held in escrow being made upon approval of the Board (as defined below); (vii) Magnus providing H2 with audited financial statements as are required for the Qualifying Transaction; (viii) if required, Magnus providing H2 with a formal valuation acceptable to the Exchange; (ix) the Parties working with their respective legal, audit and corporate advisors to agree on a structure related to the existing capital dividend account for the benefit of Magnus shareholders; and * Magnus and H2 agreeing to pursue a name and ticker symbol change following Closing.

Pursuant to the terms and conditions of the Term Sheet, the Parties are subject to certain interim obligations, including but not limited to: (i) each Party and their respective directors, officers or principals immediately ceasing and causing to be terminated any solicitation, encouragement, activity, discussion and negotiation with any third parties that may be ongoing with respect to any transaction involving the sale, exchange or other disposition of the issued and outstanding Magnus Shares or any portion thereof; (ii) none of the Magnus shareholders selling, transferring or assigning its Magnus Shares or granting an interest to acquire such Magnus Shares; and (iii) each Party conducting its business in a diligent manner consistent with past practices and without making any material change adverse to its business operations and policies.

The Parties will be responsible for all expenses each Party respectively incurs in connection with the Transaction. No Party will be entitled to reimbursement for any such expenses, whether or not the Transactions is completed. Additionally, a break fee of USD$250,000 (the "Break Fee") will be payable to the other Party, plus expenses incurred to date should one Party electively not proceed with the Transaction. The Break Fee will not be payable if the Transaction cannot be completed for regulatory reasons.

Directors and Officers of the Resulting Issuer

The Board of Directors (the "Board") of the Resulting Issuer will be comprised of five (5) directors. Two (2) of the directors will be nominated by H2 and three (3) of the directors will be nominated by Magnus. Additionally, the Board will create an advisory board, of which two (2) advisory board members will be nominated by H2. Further information regarding the directors and officers, including names and biographies thereof, will be provided in a subsequent press release.

Finder's Fee

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June 05, 2025 14:50 ET (18:50 GMT)