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ORIGINAL: H2 Ventures 1 Inc. Announces Definitive Agreement to Acquire Bon Intelligence Inc. pursuant to Reverse Takeover Transaction

2026-07-22 18:25 ET - News Release

(via TheNewswire)

Not for distribution to United States newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Vancouver, British Columbia, July 22, 2026 – TheNewswire – H2 Ventures 1 Inc. (TSXV: HO.P) (“ H2 ” or the “ Company ”) is pleased to announce that it has entered into a definitive amalgamation agreement (the “ Amalgamation Agreement ”) dated effective July 21, 2026, pursuant to which it will acquire (the “ Acquisition ”), through its newly formed subsidiary, all the issued and outstanding share capital of Bon Intelligence Inc. (“ Bon ”). The Acquisition will constitute a reverse takeover and H2’s Qualifying Transaction under the policies of the TSX Venture Exchange (the “ Exchange ”), subject to Exchange approval. As H2 and Bon are dealing at arm’s length with each other, the Acquisition is not subject to shareholder approval under the policies of the Exchange. Upon closing of the Acquisition (“ Closing ”), H2 (following Closing, the “ Resulting Issuer ”) will change its name to Bon Intelligence Technology Inc. (the “ Name Change ”). The Resulting Issuer intends to list as a Tier 2 Technology Issuer on the Exchange.

 

Terms of the Acquisition

 

Bon currently has 2,250,000 non-voting common shares (the “ Non-Voting Bon Shares ”), 10,250,000 voting common shares (the “ Voting Bon Shares ” and, together with the Non-Voting Bon Shares, the “ Bon Shares ”), 5,000,000 performance warrants, exercisable to acquire 20,000,000 Bon Post-Split Shares, and $1,912,500 principal amount convertible debt outstanding (the “ Bon Convertible Debt ”). The Acquisition will be completed by way of an amalgamation pursuant to which, inter alia , (i) H2 will complete the Consolidation (as defined below) and Bon will complete the Split (as defined below), (ii) the Bon Convertible Debt will convert into Bon Post-Split Shares (as defined below), (iii) shareholders of Bon will be issued Resulting Issuer Shares (as defined below) and Resulting Issuer Multiple Voting Shares (as defined below) (collectively, the “ Consideration Shares ”) in exchange for their Bon Post-Split Shares and Bon Super Voting Shares (as defined below), respectively, and (iv) outstanding convertible securities of Bon will be adjusted such that upon exercise or conversion the holder will receive such number of Resulting Issuer Shares as the holder would have otherwise been entitled to had the exercise occurred immediately prior to Closing.

 

Certain of the Consideration Shares will be subject to escrow and resale restrictions pursuant to the policies of the Exchange as well as voluntary contractual lock-up restrictions.

 

The Company will also issue 700,000 Resulting Issuer Shares to Canaccord Genuity Corp. (the “ Advisory Shares ”) as consideration for financial advisory, consulting and support services provided in connection with the Acquisition, at a deemed price of $0.50 per share, subject to Exchange acceptance (the “ Advisory Fee ”).

 

The Acquisition is being completed at a deemed price of $0.50 per share on a post-Consolidation basis ($2.04 on a pre-Consolidation basis) and the exchange ratio is 1:1.

 

Upon Closing, the Resulting Issuer will have approximately 51,957,400 common shares of the Resulting Issuer (the “ Resulting Issuer Shares ”) and 28,105,500 Resulting Issuer Multiple Voting Shares issued and outstanding, of which the shareholders of H2 will hold approximately 15,000,000 Resulting Issuer Shares (28.87% of the Resulting Issuer Shares and 11.01% of the Resulting Issuer voting rights), the shareholders of Bon will hold approximately 30,257,400 Resulting Issuer Shares and 28,105,500 Resulting Issuer Multiple Voting Shares (58.24% of the Resulting Issuer Shares and 100% of the Resulting Issuer Multiple Voting Shares and reflecting an aggregate of 84.08% of the Resulting Issuer voting rights), subscribers to the Concurrent Financing (as defined below) will hold approximately 6,000,000 Resulting Issuer Shares (11.55% of the Resulting Issuer Shares and 4.40% of the Resulting Issuer voting rights) and Canaccord will hold 700,000 Resulting Issuer Shares (1.35% of the Resulting Issuer Shares and 0.51% of the Resulting Issuer voting rights). In addition, 919,118 incentive stock options of H2 on a post-Consolidation basis will remain outstanding following Closing, exercisable to acquire Resulting Issuer Shares at $0.2856 per share.

 

Prior to Closing, Bon is proposing to complete the acquisition (the “ Bon Holland Acquisition ”) of the remaining 3.7% equity interest in its partially owned subsidiary, The Bon Company BV, in consideration for the issuance of up to 200,000 Bon Post-Split Shares (the “ Bon Holland Consideration Shares ”).

 

Prior to Closing and subject to all regulatory approvals, H2 will lend to Bon up to $500,000 by way of a secured bridge loan (the “ Bridge Loan ”), accruing interest at a rate of 6.0% per annum. The Bridge Loan is secured by a general security interest granted by Bon in favour of H2 over all of Bon’s present and after-acquired personal property. Bon intends to use the proceeds of the Bridge Loan for working capital and to fund Bon’s near-term commercial and operational growth initiatives . The Bridge Loan will be forgiven by H2 upon completion of the Acquisition. As H2 and Bon are dealing at arm’s length with each other, the Bridge Loan does not constitute, and the Acquisition is not, a Non-Arm’s Length Qualifying Transaction within the meaning of the policies of the Exchange.

 

Bon Intelligence Inc.

 

Bon is a corporation incorporated under the laws of the Province of British Columbia and was incorporated on June 19, 2024, pursuant to the provisions of the Business Corporations Act (British Columbia) (the “ BCBCA ”).

Bon is a commerce intelligence company with a platform that combines artificial intelligence (“ AI ”), operational intelligence and media monetization to help businesses improve efficiency and increase profitability. Originally founded in the Netherlands as Idea Field BV, the business expanded into Turkey under Ideafield Teknoloji A.Ş., where Bon served leading Turkish telecommunications and retail partners, including the Türk Telekom Group and Vodafone Net. Under a Device Purchase Framework Agreement effective September 1, 2020, Bon began supplying AI-powered camera analytics, software, installation, and maintenance services at scale across the Turkish retail market. Over the subsequent years, the business expanded beyond analytics into a full retail systems integrator, adding in-store media hardware offerings, loss prevention solutions, and RFID tags and labels.

 

Bon is headquartered in Vancouver, Canada, with its Europe, Middle East and Africa regional hub in Istanbul, Turkey and a US office in New York. Bon has existing subsidiaries in Canada, the United States and Turkey with further plans for a European subsidiary.

 

During the first half of 2026, Bon introduced in-store media to its platform, providing retail locations not only with the AI and data analytics tools that Bon offered previously, but also a new revenue-generating distribution network that did not previously exist. During this period, Bon’s network has grown from historical operations of approximately 1,200 endpoints to now over 15,000 connected endpoints, with an opportunity for continued significant expansion. The capital raised in connection with the Concurrent Financing and the Acquisition is intended to be used to fulfill and execute on this anticipated increase in demand.

 

Bon’s flagship platform, Bon Edge, now operates across a network of more than 15,000 connected endpoints deployed throughout retail, healthcare, shopping centres, workplaces and other commercial environments. The platform utilizes demand forecasting, inventory optimization, camera AI analytics, in-store media management, loss prevention and RFID tracking in a unified operating layer that empowers businesses to act on real time data to reduce shrinkage, improve operational efficiency, optimize inventory and and generate new recurring revenue without significant hardware investment.

 

Bon has established a robust partner ecosystem spanning telecommunications, technology, installation, and supply chain, including partnerships with Türk Telekom Group, Vodafone Net, KoçSistem/Pixage (a subsidiary of Koç Holding), Teknoser, Telaid Industries (North America), TRUSTTAG (RFID manufacturing), and Tenex Labs LLC (software engineering).

 

Summary Financial Information of Bon

 

Historically, Bon’s subsidiary Bon Intelligence Teknoloji A.Ş. (“ Bon Turkey ”), has been the primary operational and revenue generating entity. The table below sets out certain unaudited financial information relating to Bon Turkey in respect of the periods noted:

 
 

Financial year ended December 31, 2025

Financial year ended December 31, 2024

 

Unaudited

Unaudited

 

US$

US$

Total Revenue

299,942

232,441

Net Loss

404,974

43,929

Total Assets

131,547

50,070

Total Liabilities

800,993

2,011,487

Shareholders’ Equity

(669,446)

(1,961,417)

 

The consolidated audited annual financial information of Bon for the years ended December 31, 2025 and 2024 and reviewed interim financial statements for the three months ended March 31, 2026 will be provided in the disclosure document.

 

Following completion of the Acquisition, the Resulting Issuer intends to accelerate the expansion of Bon's Commerce Intelligence Platform across North America while continuing to scale internationally. During 2026, Bon significantly expanded its commercial footprint to more than 15,000 connected endpoints through strategic partnerships with global technology, media and systems integration partners.

 

Bon recently executed commercial agreements with a major global retail group representing approximately 14,000 locations, a leading regional healthcare network, a premium coffee chain, major mall operators and other enterprise customers, all deployed on the Bon Edge platform.

 

Rather than simply selling technology, Bon's strategy is to help physical businesses become more efficient and profitable by transforming existing infrastructure into recurring revenue-generating assets. Through its ecosystem of strategic partners and enterprise customers, management believes Bon is well positioned to build a leading Commerce Intelligence network serving retailers, healthcare providers, airports, shopping centres and other physical environments.

 

Concurrent Financing

 

In connection with the Acquisition, the Parties shall complete a concurrent financing for aggregate gross proceeds of up to $3,000,000 at a price of $0.50 per share or share equivalent (the “ Concurrent Financing ”). The Concurrent Financing is expected to consist of: (a) a private placement of subscription receipts of Bon at a price of $0.50 per subscription receipt, each convertible into one common share of Bon and exchangeable for Resulting Issuer Shares upon closing of the Acquisition, which shares will be freely tradeable upon issuance (the “ SR Financing ”); and (b) a private placement of post-Consolidation common shares of H2 at a price of $0.50 per share, which shares will be subject to a statutory hold period of four months and one day in accordance with applicable securities laws (the “ CS Financing ”). The final allocation between the SR Financing and the CS Financing shall be determined by the Parties and the applicable agent(s) in connection with the marketing of the Concurrent Financing. In connection with the Concurrent Financing, the applicable agent(s) or finder(s) shall receive: (i) a cash commission equal to up to 7% of the aggregate gross proceeds raised; and (ii) broker warrants equal to up to 7% of the securities issued under the Concurrent Financing, exercisable into Resulting Issuer Shares at $0.50 per share for a period of 24 months following Closing. The applicable agent(s) or finder(s) may elect to receive all or a portion of the cash commission in Resulting Issuer Shares, which shares shall be subject to a four month hold period in accordance with applicable securities laws. The Resulting Issuer intends to use the proceeds of the Concurrent Financing for the continuation of the operational and growth initiatives of Bon and for working capital and general corporate purposes.

 

Consolidation, Split and Capital Alterations

 

Immediately prior to Closing, H2 will complete a consolidation of its issued and outstanding capital on the basis of one post-consolidated common share of H2 (each an “ H2 Post-Consolidated Share ”) for each 4.08 pre-consolidation common shares of H2, resulting in an aggregate of 15,000,000 H2 Post-Consolidated Shares (the “ Consolidation ”).

 

Prior to Closing, Bon will complete a split of its issued and outstanding capital on the basis of four-post split Bon Shares (each, a “ Bon Post-Split Share ”) for each one pre-split Bon Share, resulting in an aggregate of 50,000,000 Bon Post-Split Shares (the “ Split ”), prior to giving effect to the Bon Capital Alterations (as defined below) and exclusive of the Bon Holland Consideration Shares. All other outstanding securities of Bon shall be adjusted in accordance with their terms to give effect to the Split.

 

Bon may complete a bridge financing for aggregate gross proceeds of up to $2,000,000 by way of private placement of units of Bon at a price of $0.50 per unit (the “ Bon Bridge Financing Units ”), with particulars of the attached warrant to be confirmed and in either case, on a post-Split basis (the “ Bon Bridge Financing ”).

 

It is anticipated that prior to Closing: (i) Bon will amend its constating documents to create a new class of super voting common shares (the “ Bon Super Voting Shares ”) which will have three (3) times the voting rights as compared to the existing common shares in the issued and outstanding capital of Bon, and thereafter effect an exchange of a portion of the Bon Post-Split Shares into such Bon Super Voting Shares (collectively, the “ Bon Capital Alterations ”); and (ii) H2 will replace its existing articles to, among other things (a) create a new class of subordinate voting shares (the “ Resulting Issuer Subordinate Voting Shares ”), (b) create a new class of multiple voting common shares (the “ Resulting Issuer Multiple Voting Shares ”) which will have three (3) times the voting and economic rights as compared to the existing common shares of H2 and (c) re-designate each outstanding common share of H2 as a Resulting Issuer Subordinate Voting Share, and amend its notice of articles accordingly (the “ H2 Capital Alterations ” and together with the Bon Capital Alteration, the “ Capital Alterations ”).

 

Resulting Issuer Board and Management Team

 

Upon completion of the Acquisition , the board of directors of the Resulting Issuer (the “ Resulting Issuer Board ”) and management team is expected to be comprised of the following individuals:

 

Kerem Akbas , Chief Executive Officer and Director

 

Kerem Akbas is a Turkish-Canadian entrepreneur, investor, and technology executive with a proven track record of building businesses from the ground up into large-scale operations across multiple industries. He runs his own family office, focusing on strategic investments in technology and innovative sectors. He is the Founder and CEO of BON Intelligence, a Canadian-based AI and commerce intelligence company focused on transforming physical environments into intelligent, connected, and revenue-generating networks.

Over the course of his career, Kerem has founded, scaled, and invested in companies spanning technology, retail, media, construction, and health care. His expertise lies in identifying emerging market opportunities, assembling high-performance teams, and executing growth strategies that create long-term enterprise value.

 

Today, he leads BON Intelligence’s vision to build a global Commerce Intelligence Network powered by artificial intelligence, advanced analytics, and real-time business intelligence, helping retailers and venue operators improve performance, customer engagement, and monetization.

 

Kerem is passionate about innovation, entrepreneurship, and the future of intelligent commerce, with a focus on building scalable businesses that bridge the physical and digital worlds.

 

Janet Hoffar , Chief Financial Officer

 

Janet Hoffar is a senior finance executive with over 25 years of leadership experience in corporate strategy, M&A, and operational management across diverse sectors including advertising, technology, consumer goods, and financial services. She currently serves as CFO for Bon and Akcelo Agency North America, where she leads all finance and operations initiatives. At Bon, Ms. Hoffar leverages her experience to establish and manage Bon America’s finances, support investor relations, and automate systems in preparation for scaling.

 

Ms. Hoffar is also Managing Partner at Stonestreet Management Ltd., a boutique consulting firm providing CFO-for-hire services, a role she has held since 2013.

 

Ms. Hoffar served as Chief Financial Officer, Corporate Secretary, and a Director of Kiaro Holdings Corp. (TSXV: KO), a diversified cannabis retailer, wholesale distributor, and eCommerce retailer, from October 2020 to May 2022. She also served as a Director of Interfield Global Software Inc. (TSXV: IGS), previously named Highbury Projects Inc., from December 24, 2021 to February 15, 2023, and as a Director of Twyford Ventures Inc. (TSXV: TWY.H) since December 24, 2021. Prior to joining Kiaro, Ms. Hoffar was Chief Financial Officer and Director of Fieldhouse Capital Management, a co-founding role at a registered Portfolio Manager and Investment Fund Manager.

 

Robert Sugimoto , Corporate Secretary

 

Robert Sugimoto is a senior operating executive with over 28 years of experience leading enterprise operations, financial management, and digital transformation initiatives across healthcare, telecom, government, pharmaceutical, and private sector organizations.

 

Since March 2025, Mr. Sugimoto has served as Principal Consultant at Sugix2 Consulting, providing fractional COO and CFO services to founders and leadership teams, including operating model design, financial planning and forecasting, KPI and reporting systems, and M&A integration support.

 

From March 1991 to January 2025, Mr. Sugimoto held progressively senior operating roles at Exela Technologies and its predecessor, Pitney Bowes Management Services, culminating in the role of Head of Operations, Sales and Service Delivery, Canada.

 

Over the past 15 years, in his roles at Apollo Asset Management and Exela Technologies, Mr. Sugimoto was part of operating and service delivery teams supporting clients regulated by the TSX Venture Exchange, the Ontario Securities Commission, Nasdaq, and other U.S. stock exchanges.

 

Mr. Sugimoto served as a Board Member of Earthsave Canada from 2009 to 2018, including as Vice President and Treasurer.

 

Owen Matthews , Director

 

Owen Matthews is a technology entrepreneur and investor. He is the Managing Partner at the Emend Vision Fund, an early stage impact investment fund focused on industrial transformation,  a General Partner at Wesley Clover, the Matthews family office and as the founder and Chairman of the Alacrity Foundation. Mr. Matthews formed a company (Newheights) while studying computer sciences and psychology at the University of Victoria. Newheights was ultimately acquired by CounterPath Corporation, a Toronto Stock Exchange and NASDAQ listed company where Mr. Matthews served as Vice Chairman.

 

Upon leaving CounterPath management, he joined his family office, Wesley Clover. Mr. Matthews was tasked with creating a technology portfolio in Western Canada with limited resources. He created the Alacrity model, where recent grads received government grants to create technology companies. The graduates would work with the Wesley Clover team, partners and existing portfolio companies to identify known customer opportunities and rapidly develop products to meet that demand. The Alacrity Canada program has resulted in over $692.4 Million in inbound investment and $462.2 Million in export revenue for Canada. Alacrity Canada has expanded its approach and helped thousands of businesses in western Canada land customers, attract investment and connect with foreign markets.

 

The innovative program created by Mr. Matthews has been expanded by Wesley Clover into regional funds around the world. The UK, France, India, Mexico and Turkey all have programs based on the Alacrity model.

 

Spencer Green , Director

 

Spencer Green is a third-generation immigration lawyer at Green and Spiegel LLP and a business-focused advisor to global startups building in Canada. With a background in corporate law, commercial lending, and tech-sector capital raising, he brings an entrepreneurial mindset and strategic insight to founders navigating Canadian expansion—from inception to exit. Mr. Green is especially active in the emerging tech space, where his deep connections across Canada’s startup and investment ecosystems add unique value.

 

Mr. Green travels to many countries to meet top founders and investors from around the globe, helping them bring their innovative concepts to Canada’s thriving tech ecosystem. He holds dual JDs from the University of Windsor and University of Detroit Mercy, and an HBA from the Ivey Business School. Whether advising on immigration strategy or long-term growth, Mr. Green supports innovators with practical, business-minded solutions.

 

Geoffrey Cronnin , Director

 

Geoffrey Cronnin is a multifaceted global executive, business leader and strategist with experience driving the start-up, turnaround and growth of organizations.

 

Mr. Cronnin partners with C-suites as a trusted advisor to influence business strategy, planning and growth within highly complex, multinational professional services environments. He is known for fostering collaboration, leading with integrity, garnering consensus and trust from internal and external stakeholders and exhibiting fairness and transparency when resolving mission critical issues.

 

Within 180 days of assuming leadership of CapGemini’s Canadian division, the business unit became the first in North America to achieve profitability in over two years. He also significantly reduced attrition within CapGemini by rebuilding the team, clearly communicating strategic direction, laying out lines of accountability and actively engaging team members to gain buy-in and spur performance.

 

Mr. Cronnin led CapGemini’s successful launch of the first private cloud computing environment, garnering recognition from SAP as the first global firm certified to run SAP applications in a cloud environment. He also built a strategic Alliance function to partner with innovative solution providers.

 

Samuel Bremner , Director

 

Samuel Bremner is a founder of IVEST Consumer Partners, a private equity firm focused on acquiring and scaling intellectual property, licensing platforms, and royalty-based consumer businesses. His work centers on identifying assets that are consistently mispriced by traditional investors and repositioning them into high-margin, capital-light royalty platforms. By building licensing ecosystems around established brands, he has driven both earnings growth and multiple expansion.

 

Before founding IVEST, Mr. Bremner transitioned from entrepreneurship into private equity, where he partnered with senior executives behind successful global licensing strategies.

 

At IVEST, Mr. Bremner has applied this approach across consumer brands, entertainment IP, and franchise systems, focusing on scalable models that generate recurring revenue with limited capital requirements. He leads with a performance-driven philosophy that combines disciplined investing with a clear focus on value creation through licensing, brand expansion, and global distribution.

Eric Tchokonte , Director

Eric Tchokonte currently serves as Engineering Director at Google Cloud, based in Toronto, Ontario, where he plays a significant role in Google’s cloud computing initiatives. Mr. Tchokonte has been actively involved in major industry developments, including Google’s establishment of its first Cloud region on the African continent and Google’s commitment to invest more than $10 billion over five years to strengthen cybersecurity, with a focus on zero-trust programs and software supply chain security.

  

Before joining Google, Mr. Tchokonte held the role of Vice President of Engineering at Integrated Dealer Systems (IDS), part of Constellation Software’s dealer group, where he was responsible for product development. Earlier in his career, he held management roles at ADP, a human resources and payroll organization, and at Yangaroo, a content management company, where he played a key role in transitioning both organizations from Waterfall to Agile software development methods.

 

Mr. Tchokonte holds an MBA from the Schulich School of Business at York University and a B.S. from Université Paris-Est Créteil (UPEC).

 

Greg Pearlman , Director

Greg Pearlman is the Co-Founder of Jackson Springs Management Partners, a strategy-forward merchant bank that provides strategic advice to help businesses pursue their growth and monetization objectives. At Jackson Springs, Mr. Pearlman has focused on growth companies across the consumer, agtech, and fintech sectors. His work with portfolio companies includes setting broad strategy agendas, developing actionable operating plans, monitoring business progress, and capitalization strategy and fundraising. He serves on the boards of Armra and Loan Watch, each of which is a private, non-reporting issuer.

In January 2026, Mr. Pearlman joined Ocean Zero LLC, a single investor growth equity portfolio focused on the decarbonization of the world’s marine, ferry and recreational boat industries. At Ocean Zero, Mr. Pearlman is focused on working with the portfolio on go-to-market strategy and capital raising. He serves on the board of Hyke, a Norwegian ferry manufacturer, and is actively involved with several other Ocean Zero portfolio companies, including Pascal Technologies, Flux Marine and Ocean Wings.

Prior to co-founding Jackson Springs, Mr. Pearlman had a 30+ year career in investment banking, working in a variety of product and coverage areas. From 2009 until 2019, he was Managing Director and Head of the Food, Consumer & Retail Group for BMO Capital Markets, where he built a team of 25+ investment bankers focused on mid-cap and growth companies. Mr. Pearlman was previously a Managing Director in the Chicago and Consumer groups at Morgan Stanley and spent 12 years at Salomon Brothers / Citigroup in the Consumer Group as well as the M&A Group. Prior to joining Salomon Brothers, Mr. Pearlman spent 9 years in the M&A Group at The First National Bank of Chicago.

Mr. Pearlman holds an MM in Finance and Management Policy, with distinction, from the Kellogg Graduate School of Management at Northwestern University and a B.A. in Economics from the University of Michigan.

A copy of the Amalgamation Agreement will be filed and accessible under H2’s profile on SEDAR+ (www.sedarplus.com), and in connection with the Acquisition and pursuant to the requirements of the Exchange, H2 will also file on SEDAR+ a disclosure document which will contain details regarding the Acquisition, H2, Bon and the Resulting Issuer.

Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance and completion of the Concurrent Financing. Trading of H2’s common shares will remain halted until completion of the proposed Acquisition.

All information contained in this news release with respect to H2 and Bon 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.

 

Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder 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 H2, a capital pool company, should be considered highly speculative.

 

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

 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

About H2 Ventures 1 Inc.

 

H2 is a corporation incorporated under the laws of the Province of British Columbia and is a “reporting issuer” in the Provinces of British Columbia, Alberta and Ontario. H2 was incorporated on April 26, 2021 pursuant to the provisions of the BCBCA.

 

H2 is a “capital pool company” (within the meanings of the policies of the Exchange, including Policy 2.4). H2 has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in Policy 2.4, until the completion of a Qualifying Transaction (as defined in Policy 2.4), H2 will not carry on any business other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

 

For further information, please contact:

 

H2 Ventures 1 Inc.

Eric Denhoff – President, Chief Executive Officer, Corporate Secretary and Director

1. Phone: (604) 760-7176

2. Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “would”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward looking statements concerning (a) the Acquisition (including consideration payable), (b) the Consolidation (including its timing) and Split (including its timing), (c) the Name Change (including its timing), (d) the Concurrent Financing, (e) the Bridge Loan and Bon Bridge Financing, (f) the Bon Capital Alterations and H2 Capital Alterations, (g) the completion and timing of board, securityholder and regulatory approvals, including the application to and approval by the Exchange in respect of the Acquisition, (h) the proposed structure of the Acquisition, (i) the ability of H2 and Bon to meet the conditions of the Acquisition and the timing for completing the Acquisition, (j) trading in H2’s common shares and when such trading will resume, if at all, (k) certain financial information and forecasts, (l) the anticipated impacts from Bon’s recently executed commercial agreements, (m) the proposed completion of the Bon Holland Acquisition and the issuance of the Bon Holland Consideration Shares, (n) the escrow and lock-up arrangements applicable to securities of the Resulting Issuer, (o) the Advisory Fee and issuance of Advisory Shares, (p) the conversion, repayment or extinguishment of the Bon Convertible Debt, (q) the reconstitution of the Resulting Issuer Board and the appointment of an advisory board, and (r) the proposed use of proceeds from the Bridge Loan and Bon Bridge Financing.

The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of H2 and Bon, including expectations and assumptions concerning H2, Bon and the Resulting Issuer, the Consolidation, the Split, the Name Change, the Acquisition , the Concurrent Financing, the Bridge Loan and Bon Bridge Financing, the anticipated use of proceeds from the Bridge Loan and Bon Bridge Financing, the Bon Holland Acquisition, the escrow and lock-up arrangements, the Advisory Fee and issuance of Advisory Shares, the conversion, repayment or extinguishment of the Bon Convertible Debt, the reconstitution of the Resulting Issuer Board and the appointment of an advisory board, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the Exchange, the satisfaction of other closing conditions in accordance with the terms of the Amalgamation Agreement, as well as other risks, uncertainties, and assumptions, including but not limited to assumptions regarding prevailing market conditions and general business, economic, competitive, political and social uncertainties to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that the Acquisition will be completed in its entirety. Investors are cautioned that any information released or received with respect to the Consolidation, the Name Change, the Concurrent Financing, the Bridge Loan and Bon Bridge Financing, and the anticipated use of proceeds therefrom, the Bon Holland Acquisition and the Acquisition may not be accurate or complete and should not be relied upon. Such forward-looking statements, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release are made as of the date of this news release, and H2 does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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 of this release.

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