Star Metro - Navion Capital II Announces Proposed Qualifying Transaction With Maple Brain Healthcare Inc.

CALGARY, AB / ACCESS Newswire / October 27, 2025 / Navion Capital II Inc. (TSXV:NVN.P) (the "Company") and Maple Brain Healthcare Inc. ("Maple Brain") are pleased to announce the execution of a non-binding letter of intent dated October 24, 2025 (the "LOI") regarding a proposed arms-length transaction (the "Proposed Transaction") as such term is defined in Policy 2.4 - Capital Pool Companies (the "Policy") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual. The Parties intend to enter into a definitive agreement (the "Proposed Definitive Agreement") in respect of the Proposed Transaction.

The Proposed Transaction
The Company plans to acquire all of the issued and outstanding common shares (the "Maple Brain Shares") from shareholders of Maple Brain (each, a "Maple Brain Shareholder") pursuant to a business combination to be completed under the Business Corporations Act (British Columbia) (the "BCA"). The share exchange ratio for the Proposed Transaction (the "Share Exchange Ratio") will be based off a valuation of $10,000,000 for Maple Brain and $700,000 for the Company, prior to any financings that may be completed by either party.

The Proposed Transaction will result in the reverse takeover of the Company by Maple Brain Shareholders, and will constitute the Company's Qualifying Transaction (as defined by the TSXV), subject to TSXV approval. Following the completion of the Proposed Transaction, the Company, as the issuer resulting therefrom (the "Resulting Issuer"), is expected to carry on the current business of Maple Brain under the name "Maple Brain Healthcare Inc." or such other name as may be determined by Maple Brain and approved by the shareholders of the Company and which is acceptable to the applicable regulatory authorities, including the TSXV ("Name Change").

The business of the Resulting Issuer is a medical device software company focused on regulatory-compliant artificial intelligence ("AI") support for clinical workflows. Maple Brain is preparing for a Health Canada Class II SaMD (software as a medical device) clearance pathway, supported by a quality management system and software lifecycle processes aligned with applicable standards. The product architecture is model-agnostic and is being developed to support controlled updates under the Company's quality system, with the goal of maintaining compliance as AI components evolve. Subject to Health Canada feedback, the Company intends to pursue additional jurisdictions thereafter. Hospitals and clinicians are seeking AI tools that can reduce burden and improve patient outcomes. Adoption has been limited by regulatory, liability, and governance requirements around reliability, explainability, and ongoing safety monitoring. Maple Brain develops software intended to help clinical teams deploy AI assistance within established medical device quality and risk frameworks. Maple Brain's software is designed so that clinicians remain in control, system outputs are checked against structured evidence, and the software can decline to answer when confidence is insufficient. Auditability and traceability are core design goals. Maple Brain's first targeted use case is in neurology workflows, including Parkinson's disease monitoring, where natural language summaries are produced for physician review within existing clinical processes. At this time, Maple Brain's software is not approved by Health Canada and is not available for commercial sale and there is no assurance of obtaining such approvals and/or sales now or at any time.

Proposed Financing
Pursuant to the terms of the LOI and prior to listing, Maple Brain anticipates completing a simple agreement for future equity ("SAFE") financing of equity of Maple Brain, on terms to finalized and in compliance with TSXV policies, for gross proceeds of a minimum of $1,500,000 (the "Maple Brain Financing"). The SAFE will contain certain customary discounts on the conversion of the equity into securities of the resulting issuer, which shall take place on completion of the Proposed Transaction. Maple Brain may retain a broker or pay finder's fees to certain registrants or eligible persons exempt from registration on any portion of the Maple Brain Financing. The net proceeds of the Maple Brain Financing will be used: (a) to fund Health Canada submissions, initial pilot deployments and to generally fund the business plan of the Resulting Issuer; (b) for Proposed Transaction expenses; and (c) for general working capital purposes. Additional details regarding the Maple Brain Financing will be provided in due course.

Proposed Directors and Officers of the Resulting Issuer
Upon the completion of the Proposed Transaction, it is expected that the board of directors and officers of the Resulting Issuer will be reconstituted to be comprised of individuals nominated by Maple Brain and the Company subject to compliance with the requirements of the TSXV, and applicable corporate and securities laws. Maple Brain and the Company will make further announcements as appointments of its respective officers and director are made. Additional information regarding Insiders (as defined by the TSXV) of the Company upon completion of the Proposed Transaction and/or any financing(s) will also be disclosed, if required.

Shareholder Approvals
The Company and Maple Brain will be required to obtain certain approvals, including but not limited to, directors' approvals, regulatory approvals, TSXV approvals, and approvals of its respective shareholders, including approvals from disinterested shareholders of the parties, for the Proposed Transaction.

Sponsorship
The TSXV requires sponsorship of a Proposed Transaction of a capital pool company, unless exempt in accordance with the policies of the TSXV. The parties are currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV. However, there can be no assurance that the parties will ultimately obtain such exemption.

The parties intend to provide any additional information regarding sponsorship at a later date, once determined by the Parties. In the event that the TSXV does not grant an exemption from the sponsorship requirements of the TSXV, the Parties would be required to engage a sponsor.

Trading Halt
In accordance with the policies of the TSXV, the Company has requested a trading halt of its common shares and such halt has been granted. It is expected that the common shares will remain halted until completion of the Proposed Transaction.

About Maple Brain Healthcare Inc.
Maple Brain builds medical device-grade software that helps health systems use AI responsibly in clinical workflows. Maple Brain focuses on validation, governance, and auditability so that clinicians and institutions can adopt AI assistance within established regulatory frameworks.

About Navion Capital II Inc.
The Company is a capital pool company created pursuant to the policies of the TSXV. The Company has not commenced operations and has no assets other than cash. The Company's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under the Policy. As of the date hereof the Company has 4,600,000 Common Shares issued and outstanding and 460,000 options and 250,000 agent options exercisable before five years from the date of issuance at a price of $0.10 per common share.

Further Information
Further updates in respect of the Proposed Transaction will be provided in a subsequent news release. Also, additional information concerning the Proposed Transaction, the Company, Maple Brain, and the Resulting Issuer will be provided in the requisite management information circular and/or filing statement to be filed by the Company and Maple Brain in connection with the Proposed Transaction, which will be available in due course under the Company's SEDAR+ profile at www.sedarplus.ca. It is cautioned that, except as disclosed in a requisite management information circular and/or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Upon entering into the Proposed Definitive Agreement, the Company will issue a further comprehensive news release disclosing details of the Proposed Transaction disclosing including any financial information respecting Maple Brain, the issued and outstanding securities of each of parties and the definitive terms of the exchange of securities of the Company and Maple Brain.

All information contained in this news release with respect to the Company and Maple Brain was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Proposed Transaction is subject to a number of significant conditions, including but not limited to completion of the Maple Brain Financing, filing of a management information circular and/or filing statement, customary closing conditions and, TSXV approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act" ), or any U.S. state securities laws, and may not be offered or sold in the " United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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Cautionary Statements and Note Regarding Forward-Looking Information
Certain statements contained in this news release constitute "forward‐looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including the Company's proposed goal of completing a Qualifying Transaction, the Maple Brain Financing, sponsorship, the use of proceeds, the anticipated business of the Resulting Issuer, and business plans of Maple Brain are intended to identify forward‐looking information. All statements other than statements of historical fact may be forward‐looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward‐looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward‐looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: receipt of applicable director, shareholder and regulatory approval of a Qualifying Transaction; changes in law; the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; as well as general economic, market and business conditions, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward‐looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward‐looking information. The forward‐looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward‐looking information, other than as required by applicable law

Neither the 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: Navion Capital II Inc.

View the original press release on ACCESS Newswire

P.M.Martin--SMC