Mr. Giovanni Gasbarro reports
FALCONSTAR ENTERS INTO LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH FANMORE TECHNOLOGIES INC.
Falconstar Ventures Inc. has
entered into a binding letter of intent (LOI) dated Sept. 22, 2026, with Fanmore Technologies
Inc., pursuant to which the company proposes to acquire, directly or indirectly, all of the
issued and outstanding common shares of Fanmore. The transaction is intended to
constitute an arm's-length qualifying transaction for the company as that term is defined in Policy 2.4
of the corporate finance manual of the TSX Venture Exchange. Upon completion of the
transaction, the company, as the resulting issuer, will continue the business of Fanmore.
The LOI contemplates that the parties will negotiate and enter into a definitive agreement governing the
transaction, which will supersede the LOI, and which will contain customary
covenants, representations, warranties and other terms. Completion of the transaction remains subject to
the conditions in the LOI, including due diligence to Falconstar's satisfaction in its sole discretion,
execution of the definitive agreement, completion of the concurrent financing (as defined below), and
receipt of all required TSX-V, shareholder, court and other approvals.
The company will issue a comprehensive news release setting out further details of the transaction and
the resulting issuer, including a $2-million concurrent financing to be completed before the completion
of the transaction and a $100,000 secured working capital loan to be
provided to Fanmore prior to closing. Any advance under the loan will be subject to Falconstar's
satisfactory due diligence, prior TSX-V acceptance, execution of definitive loan and security
documentation, and compliance with applicable TSX-V requirements.
Trading in the company's common shares has been halted in connection with the proposed transaction
and will remain halted pending satisfaction of the applicable TSX-V requirements for resumption of trading.
Overview of Fanmore Technologies Inc.
Fanmore is a privately held British Columbia technology company focused on fan engagement, loyalty
and rewards. Its platform is designed to help sports teams and leagues connect fan activity across digital
touchpoints, reward engagement, and use first party data to support fan relationships and commercial
partnerships.
About Falconstar Ventures Inc.
Falconstar Ventures is a capital pool company (CPC) pursuant to Policy 2.4 of the TSX-V. The company has not commenced
commercial operations and has no assets other than cash. Except as specifically contemplated by the
TSX-V's capital pool company policy, until completion of its qualifying transaction, the company will not
carry on any business other than the identification and evaluation of businesses or assets with a view to
completing a qualifying transaction.
We seek Safe Harbor.
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