NL2 Capital Inc. Announces Proposed Qualifying Transaction Launching its Strategy to Build a Diversified Portfolio of Operating Businesses

Trading Symbol: TSX-V: NLII.P

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/

HALIFAX, NS, Nov. 7, 2025 /CNW/ - NL2 Capital Inc. (TSXV: NLII.P) ("NL2" or the "Company"), a capital pool company, is pleased to announce that it has entered into non-binding letters of intent signed November 6, 2025 to acquire a Canadian diversified group of companies (the "Target Companies"), which is expected to constitute the "Qualifying Transaction" (as such term is defined in policies of the TSX Venture Exchange ("TSXV")) of NL2 (the "Proposed Transaction"). 

The Proposed Transaction marks the initial step in the Company's strategy to build a diversified portfolio of operating businesses in North America with initial focus in the Canadian market. Upon completion of the Proposed Transaction, it is anticipated that the Target Companies will operate as wholly owned subsidiaries and form the business of the Company (the "Resulting Issuer"), while retaining key leadership to facilitate continuity and transition.

NL2 proposes to complete one or more brokered and/or non-brokered private placements of subscription receipts ("Subscription Receipts") for proceeds to fund the purchase price for the Proposed Transaction and working capital for the Resulting Issuer (the "Concurrent Financing"). Concurrent with the completion of the Proposed Transaction, it is expected that the Subscription Receipts will be automatically exchanged, for no additional consideration and without requiring any further consent of the holders thereof, into shares of the Resulting Issuer.

The Proposed Transaction is expected to close by March 31, 2026. The completion of the Proposed Transaction will be subject to the entry into of definitive agreements ("Definitive Agreements") as well as the satisfaction of a number of terms and conditions to be set forth in the Definitive Agreements, including, among other things (i) there being no material adverse change in respect of the business of the Target Companies; (ii) the receipt of all necessary consents and regulatory and shareholder approvals, including the conditional approval of the TSXV; (iii) completion of the Concurrent Financing; and (iv) such other customary conditions of closing for a transaction in the nature of the Proposed Transaction. The Proposed Transaction is an arm's length transaction pursuant to the policies of the TSXV and shareholder approval is not expected to be required for the Proposed Transaction, except as required by applicable corporate law.

The full terms of the Concurrent Financing and the Proposed Transaction will be provided in a future press release or press releases that will include all the required disclosure pursuant to TSXV Policy 2.4 to be considered a "comprehensive news release", including the proposed capital structure of the Resulting Issuer, financial information respecting the Target Companies, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship. Trading in the common shares of NL2 is currently halted in accordance with the policies of the TSXV and will remain halted until the closing of the Proposed Transaction or such earlier time as may be permitted pursuant to TSXV Policy 2.4.

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause NL2's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this document include, among others, statements relating to expectations regarding the terms, conditions, structure and completion of the Proposed Transaction (including all required approvals), including the Concurrent Financing, the business plans of the Resulting Issuer, the anticipated completion of the Proposed Transaction, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) that there is no assurance that the parties will obtain the requisite director, shareholder, regulatory and TSXV approvals for the Proposed Transaction; (b) there is no assurance that the Concurrent Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Financing; (c) following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (d) compliance with government regulation; (e) domestic and foreign laws and regulations could adversely affect the Resulting Issuer's Business and results of operations; and (f) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of NL2 as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. NL2 undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.

CAUTIONARY STATEMENT:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE NL2 Capital Inc.

For further information: Chris Dobbin, CPA, CA, ICD.D, Director, President, CEO and CFO, E: [email protected], P: 902-401-9480