Martina Announces Proposed Acquisition of 7303 Warden Inc.

Core Viewpoint - Martina Minerals Corp. has entered into a non-binding letter of intent to acquire 7303 Warden Inc. for approximately $100 million, with the acquisition expected to transform the company into a Tier 1 - Industrial issuer upon completion [1][6]. Group 1: Acquisition Details - The acquisition will involve a share exchange or three-cornered amalgamation, making 7303 a wholly owned subsidiary of Martina Minerals Corp. [5] - The purchase price of approximately$100 million will be satisfied through the issuance of common shares of the Company [6]. - Closing of the acquisition is contingent upon various conditions, including satisfactory due diligence and regulatory approvals [7]. Group 2: About 7303 - 7303 Warden Inc. is focused on technology commercialization and operates a facility designed to bring innovative technologies to market [2]. - The company currently features five technologies, including EV charger robots and advanced battery systems, aimed at bridging the gap between innovation and commercialization [3]. Group 3: Financial Information - As a private company, 7303 has not prepared historical financial statements, but will provide financial disclosure after completing its audited annual financial statements for the years ended June 30, 2023, and 2024 [4]. Group 4: Management and Structure - Upon completion of the acquisition, the Resulting Issuer will have a new name and a reconstituted board of directors, including experienced individuals from various sectors [9][10]. - Key management will include individuals with extensive backgrounds in real estate development, technology commercialization, and capital markets [11][12][13]. Group 5: Financing - The parties plan to complete a financing of up to $20 million to support the working capital requirements of the Resulting Issuer [14][15]. - The financing will not be a condition for the completion of the acquisition and will be structured based on market conditions [14]. Group 6: Related Party Transaction - The acquisition is classified as a related party transaction due to the involvement of the CEO of Martina Minerals Corp. as a shareholder and director of 7303 [18]. - A special meeting of security holders will be called to seek approval for the transaction [18][19]. Group 7: Regulatory Compliance - The Company will file a management information circular to provide details regarding the acquisition, financing, and the Resulting Issuer as required by the Exchange [17]. - Trading of the Company's shares has been halted pending satisfactory documentation and completion of the acquisition [20].