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September 29, 2026 – Toronto, Ontario – TheNewswire - Seven Oaks Capital Corp. (TSXV: SEVN.P) (the Company ” or “ Seven Oaks ”) is pleased to announce that it has entered into a Definitive Agreement dated September 28, 2026 (the “ Definitive Agreement ”) with Texdata SRL (“ Texdata ”) and Texdata Logistics and Distribution SRL, both companies registered under the laws of Romania, and the controlling shareholders of Texdata, Liviu Solomon, Gabriela Andone, Marcel Andone, and Goran Trbovac, pursuant to which Seven Oaks has agreed to acquire all of the issued and outstanding common shares in the capital of Texdata SRL (the “ Texdata Shares ”) upon the terms and conditions set out in the Definitive Agreement (the “ Proposed Transaction ”). The Proposed Transaction is expected to constitute Seven Oaks’ Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange (the “ Exchange ” ). Following the completion of the Proposed Transaction, Seven Oaks (the “ Resulting Issuer ”) will continue the business of Texdata , being the design, development, production, and sale of premium and luxury apparel, including its owned brands, and the business of Texdata Logistics and Distribution SRL as it existed immediately prior to the pre-closing restructuring (the “ Business ”).

Brief history of Texdata and Summary Financial Information

Texdata generates revenue from the production and sale of apparel to well-established brands, predominantly in Europe and North America.  Texdata has grown to become one of the largest apparel development centres in the fashion industry in Romania. It distinguishes itself in the marketplace through its full-package premium and luxury apparel development and manufacturing products and services, including collection design, fabric and accessory sourcing, sampling, production and delivery, with a focus on building long-term collaboration with international brands.  Texdata has also developed two premium clothing brands in collaboration with well-known designers and launched an online shop to promote its brands.

For the first half of the year ending June 30, 2026, Texdata had revenues of €7,741,742, net income before tax of €467,767, assets of €13,078,350 and liabilities of €3,889,225. For the year ending December 31, 2025, Texdata had revenues of €17,918,769, net income before tax of €692,460, assets of €11,933,844 and liabilities of €3,082,799. For the year ending December 31, 2024, Texdata had revenues of €16,578,912, net income before tax of €2,089,725, assets of € 11 ,069,450 , and liabilities of € 2,020,632 . The foregoing unaudited (2026) and audited (2025, 2024) financial information was prepared in accordance with International Financial Reporting Standards accounting standards as adopted by the European Union.

The Qualifying Transaction

Pursuant to the Definitive Agreement, Seven Oaks has agreed to acquire all the issued and outstanding Texdata Shares through a wholly owned Romanian subsidiary (Seven Oaks European Holdings S.R.L) in a transaction in which the security holders of Texdata will receive cash and Common Shares of the Resulting Issuer (“ Securities Exchange ”). As a result, the Company’s wholly owned Romanian subsidiary will become the sole registered and beneficial owner of all the outstanding securities of Texdata and Texdata will become a wholly owned subsidiary of the Company’s wholly owned subsidiary . The Proposed Transaction will constitute a take-over of Texdata by shareholders of Seven Oaks shareholders (the “ Seven Oaks Shareholders ”).

As consideration for the completion of the Proposed Transaction, existing Texdata Shareholders will receive €7,500,000 cash, subject to indemnity claims and working capital adjustments, if any, and such number of common shares of the Resulting Issuer (each, a “ Resulting Issuer Share ”) that results in, on a non-diluted basis immediately following the completion of the Proposed Transaction: (a) Mr. Liviu Solomon owning Resulting Issuer Shares having an aggregate implied value of €1,000,000 for an aggregate of 2,000,000 (6.4%) Resulting Issuer Shares at an exchange ratio of 22.2 Resulting Issuer Shares for every Texdata share ; (b) existing holders (the “ Seven Oaks Shareholders ”) of common shares in the capital of Seven Oaks (“ Seven Oaks Shares ”) holding 43.6% of the issued and outstanding Resulting Issuer Shares; (c) Kristijan Guberac holding 2.8% of the issued and outstanding Resulting Issuer Shares (as described below); and (d) holders of Subscription Receipts (as defined below) acquired in connection with the Concurrent Financing (as defined below) holding, upon exchange of their Subscription Receipts, 47.2% of the issued and outstanding Resulting Issuer Shares (the “ Exchange Ratio ”). Any outstanding options, warrants or other exchangeable or convertible securities of Texdata will be exchanged, based on the Exchange Ratio, for similar securities of the Resulting Issuer on substantially similar terms and conditions.

The current issued and outstanding share capital of Seven Oaks consists of 13,426,560 Seven Oaks Shares, options to purchase an additional 600,000 Seven Oaks Shares, and compensation options exercisable into 350,000 Seven Oaks Shares, for a fully-diluted share capital of 14,376,560 Seven Oaks Shares. There are currently 90,000 Texdata Shares issued and outstanding, and currently there are no outstanding options, warrants or other securities exercisable or convertible into Texdata Shares.

Upon completion of the Proposed Transaction, it is the intention of the parties that Seven Oaks will be retain its name.

Concurrent Financing

Seven Oaks intends to complete one or more brokered and/or non-brokered private placements of subscription receipts (“ Subscription Receipts ”), at an offering price of $0.80 per Subscription Receipt, with financing terms for strategic investors at a discounted rate to be determined, for proceeds of $4,000,000 to $8,400,000, convertible into Resulting Issuer Shares (the “ Concurrent Financing ”). The net proceeds of the Concurrent Financing are expected to be used by the Resulting Issuer for general corporate and working capital purposes, capital expenditures relating to the Business, and such other purposes as the Board may determine. Full details regarding the use of proceeds will be disclosed in the prospectus to be filed in connection with the Qualifying Transaction.

Concurrently with the completion of the Proposed Transaction, it is expected that the Subscription Receipts will be automatically exchanged, for no additional consideration and without requiring any further consent of the holders thereof, into either Resulting Issuer Shares of the Resulting Issuer. The Concurrent Financing shall be completed within ninety (90) days of the execution of the Definitive Agreement. The full terms of the Concurrent Financing will be provided in a future press release in advance of closing the Concurrent Financing.

Provided that the Subscription Receipt conditions have been satisfied, immediately before the Closing Time, Subscription Receipts will each automatically convert into one Resulting Issuer Share. If the Subscription Receipt Conditions are not satisfied within 120 days following the closing of the Concurrent Financing, the Subscription Receipts will be cancelled, and the gross proceeds of the Concurrent Financing will be returned to the holders of Subscription Receipts.

Seven Oaks may pay registered representatives a 7.0% cash fee (the “ Cash Fee ”) on the sale of  Subscription Receipts, payable upon closing of the Qualifying Transaction  and satisfaction of the Escrow Release Conditions and non-transferable compensation warrants (the “ Compensation Warrants ”) to purchase, in the aggregate, that number of common shares of the Company equal to 7.0% of the aggregate number of Subscription Receipts sold with an exercise price per Compensation Warrant that is equal to the Issue Price of the Offering, upon closing of the Qualifying Transaction.

Credit Facility

Concurrent with the completion of the Qualifying Transaction, Seven Oaks’ wholly owned Romanian subsidiary intends to enter into a credit facility agreement (the " Credit Agreement ") with a qualified lender (the " Lender ") for the provision of: (i) a €3,500,000 term loan, bearing interest at a fixed rate of 5.568% (EURIBOR 6M plus 3%) annually, repayable in monthly installments of principal and interest, amortized over a period of six (6) years (the " Term Loan "). The proceeds of the Term Loan will be used to partially finance the acquisition of Texdata. Each of Seven Oaks’ wholly owned Romanian subsidiary and Texdata has granted a first ranking general security agreement with the Lender creating a first-priority security interest over all of their respective present and after-acquired personal property. The security granted by Seven Oaks and Seven Oaks’ wholly owned Romanian subsidiary in favour of the Lender includes a charge over all of its right, title and interest in the shares of Seven Oaks’ wholly owned Romanian subsidiary and Texdata respectively. In addition, Seven Oaks is expected to provide a corporate guarantee in favour of the Lender.

Directors And Officers of The Resulting Issuer

Subject to the approval of the Exchange, on completion of the Proposed Transaction, it is currently expected that the board of directors and officers of the Resulting Issuer will be reconstituted. The proposed officers of the Resulting Issuer are expected to include Grant McLeod (Chief Executive Officer), David Redekop (Chief Financial Officer), Liviu Solomon (Chief Strategy Officer), Gabriela Andone, Chief Product Officer, and the proposed directors of the Resulting Issuer are expected to include Grant McLeod, Liviu Solomon, Monique Hutchins (independent, audit committee member), and Myles Fontaine (independent, audit committee member). In addition to such directors and officers, the directors and officers of the Resulting Issuer may include such additional individuals as Seven Oaks may determine.

The following sets out the names and backgrounds of the currently proposed directors and officers of the Resulting Issuer:

Grant McLeod, Chief Executive Officer, Director, Audit Committee

Grant has a 20-year track record of successfully developing and implementing governance structures to establish, transition, and improve organizations. He has been General Counsel and corporate secretary for several publicly traded and private companies. He has led complex international acquisitions, corporate restructurings, and corporate financings and has served as Ultimate Designated Person and the Chief Compliance Officer for a registered investment dealer.  Prior to joining the private sector, Grant provided strategic governance advice to high-ranking officials, including the Prime Minister of Canada, Cabinet, parliamentary committees, members of the US Congress, ambassadors, and other high-ranking diplomats. He has extensive experience in Asia, Europe, the Middle East, and North America.

Grant has been a member of the Law Society of Ontario since 2005. He received his Juris Doctor from the University of Toronto in 2004 and a Bachelor of Arts from the University of Calgary in 2000. He completed the Canadian Securities Course, Partners, Directors Senior Officers course, and executive training in organizational planning, complex project management, managing funds, procurement, negotiation, and conflict management. He is a regular mentor and has won several awards and commendations for his achievements. He serves as an executive for a not-for-profit organization providing support to anti-corruption whistleblowers in partnership with the Toronto Metropolitan University. Grant is a proud member of the Manitoba Metis Federation.

Liviu Solomon, Chief Strategy Officer, to be appointed as a Director immediately upon closing of the Proposed Transaction

Mr. Solomon has over 30 years’ experience in clothing manufacturing and 19 years with Texdata. Mr. Solomon is a native of Romania and started his career Focsani, where the QT Target’s facility is located, from 1993 – 1995 as a software developer in the wine industry, and shifted in 1995 to the textile industry as software developer and IT manager for a large production company with over 2,000 employees in Focsani, Romania.  Until 2002 he worked for three different large international clothing manufacturers in Focsani. In 2002, Mr. Solomon founded Texdata with his co-founder and one other employee, in a small production space, and a handful of clients. N the first year, Texdata generated revenue of under 500,000 Euro and Mr. Solomon grew the company over the next two decades to over 16 million Euro of revenue, 171 employees, and an international client base centered in Europe and the US.  Mr. Solomon is the General Manager (equivalent of CEO) and is  responsible for corporate registration, financial reporting to the government, overseeing tax filings, human resources matters, regulatory compliance, business development, information technology, and logistics.  Mr. Solomon speaks Romanian natively, English fluently, Italian fluently, and French at an intermediate level.

David Redekop, Chief Financial Officer

David has an extensive entrepreneurial background with over twenty years of experience with start-up companies; corporate and public company leadership and management; transaction structuring; debt and equity financing; business, technology and product development with specific experience in the manufacturing, mineral exploration, transportation, and technologies businesses.

David was previously Chief Financial Officer and Chief Corporate Development Officer for Decisive Dividend Corporation; Chief Financial Officer for Cirond Networks Inc., a wireless solutions and security business enterprises and publicly listed on the OTC Bulletin Board (OTCBB); Chief Financial Officer and Director for Hawkair Aviation Services Ltd, an airline operating business; and Controller for Workfire Technologies, an internet start-up venture that he co-founded and sold for approximately $150 million to Packeteer, Inc., a company listed on the NASDAQ Stock Market. David has a Bachelor of Commerce Degree from the University of Calgary and is a Chartered Professional Accountant (CPA, CA).

Myles Fontaine, Independent Director, Audit Committee

Myles has been the Chief Operating Officer and President of Seven Oaks Capital Corp since 2022.  He was the co-founder of Integrity Analytics, a corporate governance firm providing strategic advice, governance principles and structures to growth stage companies looking to access capital markets. In this role he has led the development of corporate registries, oversight and accountability structures, and records management systems.

In addition, Myles is a passionate business development professional with over two decades of business development experience.  He consistently sources and builds relationships with high growth companies utilizing an extensive network of incubators, accelerators, angel funds, and private family offices.

Myles has successfully developed and implemented communications strategies and drafted numerous news releases strategically focused to resonate with potential partners and investors. He has led negotiations for strategic acquisitions, including securities firms.

As a co-founder of Seven Oaks Cannabis Myles developed distribution channels with four Canadian provinces resulting in millions of dollars in sales and successfully making the brand first to market upon legalization. Throughout Myles’ detailed coordination and execution of the full sales cycle Seven Oaks became a preferred vendor for provincial wholesalers and major cannabis retailers. He has been the Vice President of Sales for a publicly traded company where he developed a national sales strategy, negotiated buy-side and sale-side agreements, monitored sell-through rates, and managed key buyer relationships.

Myles spent several years as the Senior Sales Representative with an international security company where he was responsible for inside and outside sales resulting in the generation of hundreds of leads and dozens of clients. In this role Myles managed key client relationships and successfully dealt with client concerns resulting in a high-level of customer satisfaction. Throughout this role Myles managed the significant need for the coordination of various elements of the complex security systems and was a staple onsite to ensure proper execution.

Monique Hutchins, Independent Director, Audit Committee

Monique is the Managing Director of DSA Corporate Services L.P., a company that provides corporate secretarial and regulatory compliance services to private and publicly listed companies. With over 20 years of experience in corporate governance and strategic leadership roles, Monique was previously director of business development and marketing and assistant corporate secretary at Independent Review Incand held governance leadership roles at Institutional Shareholder Services and Kingsdale Shareholder Services.

Monique acts as Corporate Secretary for several publicly listed companies such as Evergold Corp. (TSXV: EVER), Largo Physical Vanadium (TSXV: LPV), Rock Tech Lithium Inc. (TSXV: RCK), to name a few.  Previously, Monique held roles as chairperson and secretary of the board of directors for a non-for-profit organization.

Monique holds the ICD.D designation and received her bachelor's degree in Commerce from the John Molson School of Business, Concordia University and a business management certificate from McGill University and is a Fellow at the Chartered Governance Institute of Canada and member of the Governance Professionals of Canada.

Significant Conditions To Closing

The completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by both boards of directors of Seven Oaks and Texdata, approvals and/or consents, as applicable, of Texdata Shareholders and Seven Oaks Shareholders, obtaining necessary third party approvals, including Exchange acceptance and approvals of the applicable securities regulatory authorities (including the issuance of a receipt by the Ontario Securities Commission for a long-form prospectus), and the completion of the Concurrent Financing . There can be no assurance that the Concurrent Financing or the Proposed Transaction will be completed as proposed or at all.

Arm’s Length Qualifying Transaction

The Proposed Transaction is not expected to constitute a non-arm’s length Qualifying Transaction or a related party transaction pursuant to the policies of the Exchange.

Finder’s Fee Shares

At the Closing, the Resulting Issuer will issue 860,000  Resulting Issuer Shares (the " Finders' Fee Shares" ) to or at the direction of Kristijan Guberac and €70,000 to or at the direction of S.C. Dima and Partners Advisory SRL, subject to the approval of the TSXV.

Additional Information

The common shares of Seven Oaks are currently halted from trading pending completion of the Proposed Transaction.

Additional information will follow as the Proposed Transaction progresses and a long form prospectus will be prepared and filed in accordance with the policies of the Exchange.

All information contained in this press release with respect to Seven Oaks and Texdata was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

About Seven Oaks Capital Corp.

Seven Oaks is a capital pool company created pursuant to the policies of the Exchange. It does not own any assets, other than cash or cash equivalents and its rights under the Definitive Agreement. The principal business of Seven Oaks is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the Exchange so as to complete a Qualifying Transaction in accordance with the policies of the Exchange.

Cautionary Notes

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Seven Oaks’ 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Proposed Transaction 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company 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.

Forward-Looking Statements

This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Seven Oaks’ actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.  Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this document include, among others, statements relating to expectations regarding the terms, conditions, structure and completion of the Proposed Transaction (including all required approvals), including the Exchange Ratio, the Concurrent Financing, the business plans of the Resulting Issuer, the anticipated completion of the Proposed Transaction, the proposed directors and officers of the Resulting Issuer, the completion of the Name Change, statements related to sponsorship under the policies of the Exchange; and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) that there is no assurance that the parties hereto will obtain the requisite director, shareholder, regulatory and Exchange approvals for the Proposed Transaction; (b) there is no assurance that the Concurrent Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Financing; (c) following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (d) compliance with government regulation; (e) domestic and foreign laws and regulations could adversely affect the Resulting Issuer’s Business and results of operations; and (f) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.  

The forward-looking information contained in this news release represents the expectations of Seven Oaks as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Seven Oaks undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

For more information, please contact:

Seven Oaks Capital Corp.                                 

Grant McLeod

Chief Executive Officer and Director

Email:        gmcleod@seven-oaks.ca

Tel:        (416) 910-3401

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