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

The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals required by applicable corporate law, including the approval of the TSX Venture Exchange (the "Exchange"), as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement. It is intended the Resulting Issuer will be listed on the Exchange as an investment issuer, subject to Exchange approval.

About 7303

7303 is located at 7303 Warden Avenue in Markham, Ontario. It currently owns an industrial building comprising of approximately 58,000 square feet (the "7303 Building") with four (4) tenants. The company intends to continue its current operations but is also focusing on becoming a dynamic hub for innovation, designed to commercialize and master-license transformative technologies across North America. A portion of the 7303 Building will be dedicated to introducing, showcasing, and bringing cutting-edge technologies to market through hands-on demonstrations and strategic partnerships with leading innovators.

Through its various business dealings, the company is in negotiation with several Chinese technology companies. The goal is for 7303 and the various companies to enter into master licensing agreements and strategic partnerships which will, in the opinion of 7303's management, empower these innovators to scale their solutions while generating tangible value for businesses and consumers. 7303 aims to bridge the gap between innovation and commercialization, offering a seamless pathway for emerging technologies to thrive in the global market.

7303 currently has an aggregate of 400 common shares (the "7303 Common Shares") issued and outstanding.

Financial Information

As 7303 is a private company incorporated pursuant to the laws of the Province of Ontario, it has not prepared any historical annual or interim financial statements. The Company will provided financial disclosure once 7303 completes its audited annual financial statements for its year ended September 30, 2024 and 2025 and the relevant interim financial statements.

Terms of the Transaction

The Transaction will be carried out pursuant to the terms of the Business Combination Agreement, a copy of which is, or shortly will be, filed on the Company's SEDAR+ profile at www.sedarplus.ca. The below description of the terms of the Transaction and the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement.

Pursuant to the terms of the Business Combination Agreement, at the effective time of the Amalgamation, 7303 will amalgamate with Subco to form an amalgamated entity ("Amalco"), which will continue as a wholly-owned subsidiary of the Resulting Issuer. In connection with the completion of the Amalgamation, each holder of 7303 Common Shares, including all 7303 Common Shares issued pursuant to the Financing (described below), shall exchange their 7303 Common Shares for common shares in the capital of the Resulting Issuer ("Resulting Issuer Common Shares") on the basis of one million two hundred and fifty thousand (1,250,000) fully paid and non-assessable Resulting Issuer Common Share for every one (1) 7303 Common Share held, at a deemed price of $0.10 per 7303 Common Share.

On the closing of the Transaction, without accounting for the closing of the Financing and the Debt Conversion (described below), 500,000,000 Resulting Issuer Common Shares will be issued to the holders of 7303 Common Shares on the terms described above.

Assuming the completion of the Financing and Debt Conversion (as such terms are defined below), there will be • Resulting Issuer Common Shares outstanding upon completion of the Transaction, on a non-diluted basis.

On completion of the Transaction, the Financing and Debt Conversion:

• the current shareholders of the Company will hold an aggregate of approximately 18,326,721 Resulting Issuer Common Shares, representing approximately 3.16% of the Resulting Issuer Common Shares;

• the current shareholders of 7303 will hold an aggregate of 500,000,000 Resulting Issuer Common Shares, representing approximately 86.15% of the Resulting Issuer Common Shares; and

• investors in the Financing (as defined below) will hold an aggregate of 50,000,000 Resulting Issuer Common Shares representing approximately 8.62% of the Resulting Issuer Common Shares.

The completion of the Transaction is conditional on obtaining all necessary regulatory in connection with the matters described above and other conditions customary for a transaction of this type. The Company and 7303 anticipate closing the Transaction in first quarter 2026.

Subject to the approval of the Exchange, upon closing of the Transaction, the Resulting Issuer shall pay a finder's fee by way of issuing 27,500,00,000 common shares to Guildhall Investment Corporation Limited, an arms length party to both 7303 and the Company.

Financing

In connection with the Transaction, 7303 intend to complete a non-brokered private placement (the "Financing") of 50,000,000 units (each, a "Unit") at a price of $0.10 per Unit for gross proceeds of CDN $5,000,000.

Each Unit will be comprised of one (1) 7303 Common Share and one-half (½) of a share purchase warrant (each whole warrant, a "7303 Warrant"). Each whole Warrant will entitle the holder thereof to purchase one (1) additional 7303 Common Share at a price of C$0.25 for a period of 36 months following the closing date of the Financing. On the closing of the Financing, the 7303 Common Shares and 7303 Warrants issuable pursuant to the Financing will be automatically exchanged for Resulting Issuer Common Shares and warrants of the Resulting Issuer (on the same terms as the 7303 Warrants), on a one (1) for one (1) basis.

The proceeds of the Financing will be used for the working capital requirements of the Resulting Issuer. Closing of the Financing is subject to (i) the closing of the Transaction; and (ii) receipt of all necessary regulatory approvals, including from the Exchange. Certain finder's fees may also be payable to qualifying parties in accordance with the policies of the Exchange.

Trading Halt

Trading of the Company's shares has been halted and will remain halted pending the Exchange's receipt of satisfactory documentation and completion of the Transaction.

Filing Statement

In connection with the Transaction and pursuant to the requirements of the Exchange, the Company will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Transaction, 7303, the Financing, the Proposed COB and the Resulting Issuer.

Board of Directors

Upon completion of the Transaction, the board of directors and management of the Resulting Issuer will be comprised of the following five (5) individuals:

Dylan W.Z. Su, Director & Chief Executive Officer - Mr. Su is a seasoned real estate developer with over a decade of experience. Since moving to Toronto in 2009, Mr. Su has established himself as a forward-thinking leader in real estate development. He has spearheaded numerous successful real estate projects, contributing to Toronto's urban growth and development while demonstrating expertise in property acquisition, project planning, and execution, ensuring each development meets high standards of quality and innovation. Throughout his years of experience, Mr. Su has been successful in building strong partnerships with stakeholders, architects, and contractors to deliver projects on time and within budget.

Ungad Chadda, Director - Mr. Chadda is an experienced capital markets regulator and financial services executive having previously worked at TMX Group, the parent company of Toronto Stock Exchange. Mr. Chadda was responsible for building and maintaining the TMX Group investor base as well as supporting its public interest mandate and strategies to grow as a company. Mr. Chadda joined TMX Group through one of its predecessor entities in 1997. During his tenure, Mr. Chadda held progressively senior roles, including Director of Listings, TSX Venture Exchange; Chief Operating Officer, TSX Venture Exchange; Vice President, Business Development, Toronto Stock Exchange and TSX Venture Exchange; President, Toronto Stock Exchange; CFO of TSX Trust (formerly Equity Transfer and Trust) an OSFI regulated entity; and SVP, Head of Enterprise Corporate Strategy and External Affairs, TMX Group. Ungad currently advises clients on capital markets, regulatory and governance strategies.

Mr. Chadda attended McMaster University, where he received an Honours Bachelor of Commerce in 1994 and he received his Chartered Accountancy designation while working with Ernst and Young LLP in 1996. Mr. Chadda has served on multiple boards, and has completed University of Toronto's Rotman Business School Director Education Program

Christina Hu, Director - Ms. Hu brings a wealth of experience in international business, legal operations, and supply chain management. With a solid academic foundation and over 15 years of professional experience, Ms. Hu is a dynamic leader who drives operational excellence and fosters strategic growth. Ms. Hu is a director of Wellbuilt Supply, a private building supply company located in Markham, Ontario. In her role a director, she is responsible for overseeing strategic operations and business development initiatives to expand market reach and streamline supply chain processes. Prior to joining Wellbuilt. Ms. Hus was a legal secretary. Ms. Hu has extensive knowledge of international business operations and global supply chains. Ms. Hu attended Sheffield Hallam University, United Kingdom, where she received a Master of International Business Honours Bachelor.

CAO Hong Mei, Director - Ms. Mei is an accomplished entrepreneur and real estate investor with over two decades of experience in international trade, retail, and real estate investment. Since immigrating to Canada in 2000, she has built a distinguished career, excelling in both business operations and strategic investments. Ms. Mei successfully established and managed import and export businesses, facilitating the distribution of products across Canada, developed robust supply chain networks, enabling seamless operations in wholesale and retail markets and demonstrated exceptional business acumen in identifying market opportunities and building long-term partnerships. As a seasoned real estate investor, she has completed numerous successful property acquisition and investment deals across Canada.

Alan W.P. Huang, Director - Mr. Huang is a seasoned sales director and entrepreneur with over two decades of experience leading business development, sales strategy, and operations across diverse industries. Renowned for his keen commercial instinct and results-driven approach, he has a consistent track record of delivering robust revenue growth and cultivating lasting client partnerships. Commencing his career in sales management in 2003, Mr. Huang quickly demonstrated his ability to understand complex customer needs and secure high-value deals. In 2007, he founded Wellbuilt Supply, a successful enterprise in the construction materials sector, which has since grown steadily under his leadership, earning a strong reputation for quality, service, and reliability. Mr. Huang's expertise extends beyond product knowledge; he brings a holistic understanding of sales cycles, market positioning, team leadership, and operational efficiency. He excels at developing scalable systems and delivering measurable outcomes, combining entrepreneurial agility with corporate discipline to effectively build new sales strategies and manage end-to-end business operations. His global perspective as a business leader will be a valuable asset to the Board.

Related Party Transaction

As it relates to Dylan W.Z. Su, the Chief Executive Officer and Director of the Company, the Transaction is a Related Party Transaction (as such term is defined in Section 1.1 of MI 61-101 - Protection of Minority Security Holders in Special Transactions) as Mr. Su is also a shareholder, director and officer of 7303. The Company intends to apply to the Ontario Securities Commission for exemptive relief pursuant to section 9.1 of MI 61-101 from the requirement to obtain disinterested shareholder approval at a shareholders meeting. If relief is granted, the Company will seek security holder approval through written consent from disinterested shareholders holding 50.1% of the aggregate issued and outstanding shares held by such disinterested shareholders. The Company also intends to obtain a formal valuation (as such term is defined in Section 1.1 of MI 61).

Proposed COB

As part of the Transaction, the Company intends to complete the Proposed COB. The Board of the Company believes that its network of business contacts, the depth of experience of its management team and its overall entrepreneurial approach will enable it to identify and capitalize upon investment opportunities as an "investment issuer". Any proposed investments in third parties will be conditional upon the Company obtaining shareholder approval for the Proposed COB. The Company plans to seek security holder approval through written consent from shareholders holding 50.1% of the aggregate issued and outstanding shares. If shareholders approve the Proposed COB, the Company's primary focus will be to seek returns through investments in the securities of other companies.

If the Proposed COB is approved by shareholders, the Company will continue its operations as a diversified investment and merchant banking firm focused on public companies and commodities. The Company's proposed investment activities will include (i) public companies, (ii) near public companies and private capital, (iii) global venture capital initiatives and (iv) strategic physical commodities. However, the Company may take advantage of special situations and merchant banking opportunities, as such opportunities arise, and make investments in other sectors which the Company identifies from time to time as offering particular value. The investment objective of the Company will be to provide investors with long-term capital growth by investing in a portfolio of undervalued companies.

The Proposed COB is considered a change of business under Policy 5.2 - Changes of Business and Reverse Takeovers ("Policy 5.2") of the Exchange and, as such, will subject to all of the requirements of Policy 5.2 including, but not limited to, Exchange and shareholder approval.

Sponsorship of the Transaction

Sponsorship of the Proposed COB may be required by the Exchange unless exempt in accordance with Exchange policies. The Company intends to apply for a waiver from Sponsorship requirements from the Exchange.

Name Change

Upon completion of the Transaction, the Company will commence trading through the facilities of the Exchange under its current name of Solis Capital Worldwide Holdings Inc. The Company received shareholder approval for the name change at its special meeting held on June 30, 2025 and filed articles of amendments on July 21, 2025. The Exchange will approve the name change in connection with the approval of the Transaction and Proposed COB.

Debt Conversion

The Company has also negotiated various debt conversion agreements (collectively, the "Debt Agreements") with six (6) creditors (collectively, the "Creditors"), of which five (5) are arm's length parties to the Corporation and one (1) creditor, Dylan W.Z. Su, the Chief Executive Officer and Director of the Company, is a related party.

Pursuant to the terms of the Debt Agreements, the Corporation has agreed to issue an aggregate of 5,594,941 common shares ("Debt Shares") to the Creditors in exchange for the cancellation of $293,734.42 in debt owing to the parties.

The issuance of the Debt Shares is subject to the approval of NEX. All securities issued pursuant to the debt conversion are subject to a statutory four (4) month hold period.

Mr. Su is a "related party" (as defined in MI 61-101) of the Company and, therefore, his debt conversion is a Related Party Transaction (as defined in MI 61-101). The Company is exempt from the formal valuation requirement and the minority approval requirement under MI 61-101 in respect of the debt conversion since, at the time of such the debt conversion, the fair market value of the consideration for the debt did not exceed 25% of the Company's market capitalization.

Cautionary Statements

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

Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Deal Pro Capital Corporation should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this press release with respect to the Company and Urban was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

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

For more information, please contact the Company at [email protected].

On Behalf of the Board of Directors of Solis Capital Worldwide Holdings Inc.

Dylan W.Z. Su
CEO and Director

Forward-Looking Information

This press release includes "forward-looking information" that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Transaction, the completion of the transactions contemplated by the Business Combination Agreement, the anticipated timing thereof, completion of the Financing, the expected ownership of the Resulting Issuer Share following the closing of the Transaction, the expected use of proceeds therefrom. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.

The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

SOURCE: Solis Capital Worldwide Holdings Inc.

View the original press release on ACCESS Newswire

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