TORONTO, April 25, 2025 (GLOBE NEWSWIRE) -- Martina Minerals Corp. (the “Company”) (TSXV: MTN.H) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) on April 24, 2025, with 7303 Warden Inc. (“7303”), a non-arm’s length party, pursuant to which the Company intends to acquire (the “Acquisition”) all of the issued and outstanding securities of 7303 by way of share exchange, three cornered amalgamation or other acceptable means, subject to regulatory approval including that of the TSX Venture Exchange (the “Exchange”). Upon completion of the Acquisition, subject to all requisite approvals, it is anticipated that the Resulting Issuer (as defined herein) will be a Tier 1 - Industrial issuer.
About 7303
7303 located at 7303 Warden Avenue in Markham, Ontario, is at the forefront of technology commercialization. Through its state-of-the-art facility, 7303 serves as a dynamic hub for innovation, designed to commercialize and master-license transformative technologies across North America. The company’s facility is dedicated to introducing, showcasing, and bringing cutting-edge technologies to market through hands-on demonstrations and strategic partnerships with leading innovators.
Currently, 7303 is featuring five powerful technologies, including EV charger robots, decentralized AI infrastructure, advanced photovoltaic and solid-state battery systems, and AI vision chip technology. The company aims to bridge the gap between innovation and commercialization, offering a seamless pathway for emerging technologies to thrive in the global market. Through master licensing agreements and strategic partnerships, 7303 empowers innovators to scale their solutions while generating tangible value for businesses and consumers. 7303 currently has an aggregate of 100 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 June 30, 2023 and 2024 and the relevant interim financial statements.
The Acquisition
It is anticipated that the parties will complete the Acquisition by way of a share exchange agreement or three-cornered amalgamation, pursuant to which the Company will acquire all of the issued and outstanding securities in the capital of 7303 resulting in 7303 becoming a wholly owned subsidiary of the Company (the “Resulting Issuer”) on closing. The final structure and form of the Acquisition remains subject to satisfactory tax, corporate and securities law advice for both 7303 and the Company and will be set forth in a definitive agreement (the “Definitive Agreement”) to be entered into among the parties, which will replace the LOI. Upon completion of the Acquisition, the Resulting Issuer will continue to carry on the business of 7303 as currently constituted. It is not anticipated that the Company will affect a consolidation of its issued and outstanding securities as a condition of completing the Acquisition.
Pursuant to the terms of the LOI, the Company intends to acquire all of the issued and outstanding shares of 7303 for an aggregate purchase price of approximately $100 million (the “Purchase Price”). The Purchase Price will be satisfied through the issuance common shares (the “Consideration Shares”) in the capital of the Company at a price per Consideration Share to be determined in the context of the market.
Closing of the Acquisition is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, if required, regulatory and third-party approvals and consents, including that of the Exchange and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Subject to the approval of the Exchange, upon closing of the Acquisition, the Resulting Issuer shall pay a finder’s fee by way of issuing common shares to an arms length party to both 7303 and the Company.
Resulting Issuer
In connection with the Acquisition, it is anticipated that the Company will, among other things: (i) change its name to “Solis Capital Worldwide Holdings Inc.” or any other such name that is acceptable to 7303; (ii) reconstitute the existing directors and officers of the Company with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the 7303 team and management; (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.
Upon completion of the Acquisition, it is proposed that the board of directors and management of the Resulting Issuer will be comprised of five (5) individuals. As of the date of the release, the following individuals have agreed to serve as directors of the Resulting Issuer:
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.
Edward Chan, Director - Mr. Chan is an accomplished business leader with extensive expertise in guiding companies through technology commercialization, strategic growth, and market expansion. With a proven track record across multiple industries and regions, Mr. Chan brings a unique blend of entrepreneurial vision and operational excellence to the companies he leads. Mr. Chan is currently the CEO of Quark Technology Global Inc., a private company focused on developing new technologies. Mr. Chan has also been involved in a number of going public transactions in North America and Hong Kong, procured financing for large-scale technology projects and corporate reorganizations and strategic debt restructuring.
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
Financing
In connection with the Acquisition, the parties intend to complete a financing (the “Financing”) of securities of 7303 for gross proceeds of up to $20 million, to be priced in the context of the market at a mutually agreeable price per security. The Financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by 7303 and the Company based on discussions with investors. Other than in connection with the Financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the Acquisition. The Financing is not a condition to the completion of the Acquisition.
The proceeds of the Financing will be used for the working capital requirements of the Resulting Issuer.
Further particulars regarding the Financing will be disclosed in subsequent news releases relating to the Acquisition. The parties acknowledge that an agent may be engaged (the “Agent”) to act as agent on a “commercially reasonable efforts” basis for the Financing and in connection therewith may be paid a commission in an amount to be determined.
Filing Statement
In connection with the Acquisition and pursuant to the requirements of the Exchange, the Company will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Acquisition, 7303, the Financing, and the Resulting Issuer.
Related Party Transaction
As it relates to Dylan W.Z. Su, the Chief Executive Officer and Director of the Company, the Acquisition 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 plans to call a special meeting of security holders to seek security holder approval (the “Meeting”).
The Company intends to obtain a formal valuation (as such term is defined in Section 1.1 of MI 61-101 - Protection of Minority Security Holders in Special Transactions) and preparing materials for the Meeting. The management information circular, which will constitute the key disclosure document for the purpose of the Meeting, will be provided to the Company’s security holders in compliance with applicable corporate and securities law requirements.
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 Acquisition.
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 Acquisition is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Martina Minerals Corp. 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 7303 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 further information, please contact Dylan W.Z. Su, Chief Executive Officer and Director of the Company, at edwardchan.mtn@gmail.com.
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 Acquisition, the completion of the transactions contemplated by the LOI, the anticipated timing thereof, completion of the Financing and 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.
