Mr. Mervyn Pinto reports

MINAEAN SP ANNOUNCES PROPOSED TRANSACTION WITH INMOTION ENERGY CORP.

Minaean SP Construction Corp. has entered into a letter of intent (the LOI) dated as of July 15, 2025, respecting the proposed acquisition by Minaean of InMotion Energy Corp. Under the LOI, Minaean and InMotion have agreed to work diligently to draft, negotiate and execute a definitive agreement respecting the transaction, which will supersede the LOI.

The transaction will be a change of business and reverse takeover for Minaean under Policy 5.2 -- Changes of Business and Reverse Takeovers of the TSX Venture Exchange. The transaction is an arm's-length transaction and will not constitute a transaction with any non-arm's-length party of Minaean (as such terms are defined by the exchange).

Trading of the common shares of Minaean will remain halted in connection with the dissemination of this news release and will recommence at such time as the exchange may determine, having regard to the completion of certain requirements pursuant to exchange Policy 5.2. Further details respecting the proposed transaction will follow in future news releases.

The transaction

The LOI indicates that the company will acquire all issued and outstanding securities of InMotion from the security holders (the vendors) of InMotion, free and clear of all encumbrances, and upon closing of the transaction InMotion will become a wholly owned subsidiary of Minaean. The transaction is expected to occur by way of an arrangement, three-cornered amalgamation, share exchange or other similar structure, having regard to relevant tax, securities and corporate law advice of the parties. In consideration for the acquisition of the InMotion shares, Minaean will issue to the vendors, on a pro-rata basis in accordance with their percentage ownership in InMotion, an aggregate of 65 million Minaean common shares.

In connection with the transaction, Minaean will conduct a 1:5 share consolidation of issued and outstanding Minaean shares, and any shares issued to InMotion shareholders under the transaction will be on a postconsolidation basis. In addition, following the Minaean share consolidation but prior to closing the transaction, Minaean will complete an equity financing having gross proceeds of no less than $2-million and no more than $3-million through the issuance of Minaean shares (or units comprising Minaean shares and warrants) to participating investors at a price of 30 cents per offered Minaean security. Minaean may pay finders' fees or commissions in connection with the Minaean private placement. On closing of the transaction, the resulting issuer will have approximately 95.9 million common shares issued and outstanding assuming the completion of an equity financing of $2-million and approximately 99.3 million common shares outstanding assuming completion of an equity financing of $3-million.

In connection with the transaction, Minaean has agreed to loan InMotion $250,000, to be used by InMotion for working capital. Pursuant to a promissory note dated as of July 18, 2025, Minaean has loaned $25,000 to InMotion as an unsecured loan. The unsecured loan bears interest at a rate of 5 per cent per annum, provided that if an event of default under the note occurs then the unsecured loan will instead bear interest at 7 per cent per annum thereafter.

The unsecured loan is repayable by InMotion on July 18, 2026, provided that InMotion has the right to prepay the unsecured loan, without premium or penalty, in whole or in part at any time.

The LOI contemplates Minaean lending an aggregate of $250,000 to InMotion as a loan secured against all present and after-acquired property of InMotion. The secured loan will accrue interest at 5 per cent per annum. InMotion will have the right to repay the secured loan and any interest payable thereon at any time. The secured loan will mature three years following the date the loan is advanced, and any unpaid amount after the maturity date will be converted into InMotion shares based on a $5-million premoney valuation of InMotion. When the secured loan is completed, $25,000 of the loan amount will be used to repay the unsecured loan and the remaining $225,000 will be used by InMotion for working capital. The secured loan is subject to exchange approval.

On closing of the transaction, resulting issuer will be an industrial issuer on the exchange. The resulting issuer will be renamed InMotion Energy Inc. or a similar name mutually acceptable to Minaean and InMotion.

On closing of the transaction, the resulting issuer is expected to appoint Andrew Moeck to the board of directors. The company will provide information respecting the other proposed directors and officers of the resulting issuer in due course.

Closing of the transaction will be subject to a number of conditions, including completion of the Minaean share consolidation, completion of the Minaean private placement and approval of the exchange.

The transaction is not a related party transaction as such term is defined by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the exchange. However, it is anticipated that Minaean shareholder approval of the transaction will be required pursuant to Policy 5.2 of the exchange.

Sponsorship of the transaction may be required by the exchange unless a waiver is granted by the exchange. Minaean intends to apply for a waiver of sponsorship; however, there can be no guarantee that a waiver will be granted.

About InMotion Energy Corp.

InMotion Energy incorporated under the Business Corporations Act (British Columbia) on June 30, 2025, InMotion conducts its business in the United States through its wholly owned subsidiary, Deecell Inc., a Wyoming corporation incorporated on Sept. 16, 2024.

Deecell has designed and developed a proprietary, groundbreaking solar-power system engineered for long and short-haul transportation fleets, including haulers and sleeper cabs. The Deecell solar power unit (SPU) offers clean, quiet and reliable power, transforming mobile energy solutions for life on the road. The Deecell SPU increases fuel efficiency with a smarter solar solution by providing a sustainable alternative to traditional emission-heavy generators by combining advanced solar technology with a compact, lightweight design, offering continuous power for critical systems without the need for fuel or frequent maintenance.

Developed to dramatically reduce non-drive-time idle, the Deecell SPU is currently available in three powerful configurations: a 10-kilowatt system ideal for most haulers and moderate power needs; a 15 kW suitable for larger rigs with multiple A/C units or heavier electrical loads; and a dedicated sleeper cab system designed to deliver 120-volt AC power 24/seven without idling.

About Minaean SP Construction Corp.

Minaean SP Construction is a company well known for its pioneering efforts in the manufacture of light gauge steel components for the construction industry and modular metal buildings. The business strategy of the company is being expanded to the pursuit of other industrial opportunities, including the development and execution of solar power projects.

The shares of Minaean SP Construction are publicly traded on the TSX Venture Exchange under the symbol MSP and on the Berlin and Frankfurt stock exchanges under the symbol NJA.

We seek Safe Harbor.