Mr. Geoff Balderson reports
SHOOTING STAR ACQUISITION CORP. ANNOUNCES LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION WITH PATRONUS TECHNOLOGIES INC.
Shooting Star Acquisition Corp. has entered into a non-binding letter of intent (LOI) dated July 29, 2026, with Patronus Technologies Inc., which outlines the general terms and conditions of a proposed arm's-length transaction that will result in a business combination of the company and Patronus. The proposed transaction is intended to constitute the company's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.
About Patronus Technologies Inc.
Patronus is an advanced materials commercialization company incorporated under the laws of British Columbia, Canada, on March 29, 2021, focused on identifying, developing and commercializing technology platforms that address important capability needs across the defence, industrial, infrastructure, aerospace and energy markets. Patronus is building a diversified portfolio of advanced materials platforms, each selected for technical differentiation, commercial potential and strategic alignment. Depending on the specific technology and market opportunity, Patronus creates value through a combination of licensing, strategic partnerships, distribution rights, joint ventures and sales. Patronus's portfolio is organized around three strategic capability themes, each addressing a distinct category of customer need:
- Protection survivability:
protecting people, platforms, infrastructure and mission-critical systems from physical threats, impacts and structural stress. Representative markets include defence modernization, aerospace structures, critical infrastructure and high-risk industrial operations;
- Sensing, communications intelligence:
improving awareness, detection, communications, imaging, electromagnetic performance and machine perception. Representative markets include defence sensing, autonomy, aerospace, industrial inspection and infrastructure monitoring;
- Performance in adverse conditions:
maintaining performance despite friction, wear, contamination, moisture, ice, weather and other challenging operating conditions. Representative markets include industrial equipment, transportation, energy assets, defence operations, marine systems and critical infrastructure.
Additional information about Patronus, including select financial information, will be provided in a subsequent news release.
About Shooting Star Acquisition Corp.
Shooting Star is a capital pool company created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as permitted under Policy 2.4, until the completion of the qualifying
transaction, Shooting Star will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a qualifying transaction. The company is listed on the TSX Venture Exchange under the trading symbol SSSS.P.
Terms of the proposed transaction
Pursuant to the LOI, the proposed transaction is expected to be structured as a business combination by way of amalgamation, arrangement, takeover bid, share purchase, or other similar transaction pursuant to the provisions of the
Business Corporations Act
(British Columbia) or such other applicable corporate statute.
The company and Patronus have agreed to negotiate in good faith and use commercially reasonable efforts to enter into a formal agreement giving effect to the proposed transaction. Pursuant to the LOI, the company and Patronus have also agreed to a period of exclusivity expiring on Sept. 17, 2026.
Patronus has an unlimited number of authorized common shares, of which 31,859,701 are currently issued and outstanding, in addition to 3,204,535 Patronus common shares issuable upon exercise or conversion of outstanding convertible debentures and equity entitlements, 3,358,370 Patronus common shares issuable upon the exercise of outstanding stock options, and 22,222 Patronus common shares issuable upon the exercise of outstanding common share purchase warrants. It also proposes to convert $1,730,165 of debt into 5,767,216 Patronus common shares prior to closing of the proposed transaction. Shooting Star has an unlimited number of authorized common shares, of which 4.54 million are currently issued and outstanding, and $201,000 of debt is proposed to be converted into 670,000 Star shares prior to closing of the proposed transaction.
In connection with the proposed transaction, holders of Patronus common shares will exchange their Patronus common shares for Star shares at an expected exchange ratio of 1:1, and outstanding dilutables will be exchanged for replacement securities of Shooting Star on equivalent terms based on the exchange ratio. The consideration payable to holders of Patronus common shares will consist entirely of Star shares issued in accordance with the exchange ratio, with no cash consideration payable in connection with the proposed transaction.
Private placement
Prior to or concurrent with the closing of the proposed transaction, Patronus or Shooting Star may complete a private placement of offered securities for minimum gross proceeds of $4-million. Any offered securities of Patronus issued in connection with the private placement, if convertible into securities of Patronus, will be converted into Patronus common shares (or such other securities of Patronus as may be agreed among the parties) immediately prior to closing and will thereafter be exchanged for Star shares or Star replacement securities, as applicable, in accordance with the exchange ratio upon closing of the proposed
transaction. Additional details regarding the private placement will be provided once determined, in a subsequent news release.
Proposed directors, officers and control persons
At closing of the proposed transaction, the board of directors of the resulting issuer of the proposed transaction will be reconstituted with members nominated by Patronus, subject to TSX-V and applicable regulatory approval, and the resulting issuer will change its name to such new name as may be determined by Patronus, subject to TSX-V and applicable regulatory requirements, with a new trading symbol to be assigned. The resulting issuer is expected to be listed as a Tier 2 technology or industrial issuer on the TSX-V.
The proposed board nominees include the following:
- Martin Cronin (director and interim chair): over 20 years in international diplomacy with the British government. Following a posting as consul-general to Western Canada, joined the private sector as chief executive officer/director of several public and private safety and defence companies, including Patriot One Technologies Inc., before joining Syniad Innovations Inc. in 2021;
- Victoria Calvert (independent director): professor emeritus of entrepreneurship, Mount Royal University; over three decades advising on venture launch, growth and harvest; board service exceeding 30 years, including Toronto Stock Exchange-listed companies AltaGas Ltd. and Xtract One Technologies Inc.;
- Mike McGinty (independent director): senior risk manager, University of British Columbia; chief operating officer of a Vancouver AI (artificial intelligence)/nanosatellite start-up; CEO of a defence/dual-use AI/ML (machine learning) software company from 2022; British Army officer (Sandhurst); adjunct professor of leadership, UBC; reserve colonel, Canadian Army;
- Lori Scotvold (independent director): board director and independent consultant with a 35-year global career in accounting, finance and business transformation, primarily in the energy sector; CPA (CA); has driven major ERP (enterprise resource planning) initiatives and supported billion-dollar M&A (merger and acquisition) activity;
- Rick Fichera (CEO and director): strategically focused executive with extensive technology and aerospace experience; senior leader for a large multinational aerospace corporation, leading financial functions for divisions with over $2-billion in annual revenue; founding partner in two companies fostering entrepreneur and start-up growth; MBA, Seattle University;
- Robin Brodhurst (COO and director): over 25 years of professional aviation industry management, principally in charter and leasing; served 10 years with Helios Global Technologies developing worker safety systems, including advanced protective materials; instrumental in advancing Patronus's commercial and manufacturing progress.
Patronus is majority owned by Syniad, a company incorporated in British Columbia, Canada. The control persons (as defined in the policies of the TSX-V) of Syniad include John Davies and Iain
Evans, both of British Columbia, Canada. Syniad is expected to be a control person of the resulting issuer.
Arm's-length transaction
The proposed transaction is not currently anticipated to constitute a non-arm's-length qualifying transaction as defined in Policy 2.4, and the company is not currently aware of any direct or indirect beneficial interest of any non-arm's-length party (as defined in Policy 2.4). As the proposed transaction is not currently anticipated to be a non-arm's-length qualifying transaction, TSX-V approval of the proposed transaction by the company's shareholders is not currently anticipated to be required.
There are no proposed
finders'
fees, commissions, deposits
or
advances
payable
by either party
in connection with the proposed transaction.
Escrow
A portion of the resulting issuer shares issued in connection with the proposed transaction will be subject to escrow in accordance with the policies of the TSX-V. The escrowed resulting issuer shares will be released over time as determined by the TSX-V.
Trading in Star shares
Trading in Star shares has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Star shares will not resume prior to the closing of the QT.
Additional information
All information contained in this news release with respect to Patronus was supplied by Patronus, and Shooting Star and its directors and officers have relied on Patronus for such information. Shooting Star and Patronus plan to issue additional news releases in accordance with the policies of the TSX-V providing further details in respect of the proposed transaction, including summary financial information of Patronus, and other material information as it becomes available.
Disclosure pursuant to Policy 2.4
Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable, pursuant to TSX-V 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-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
In connection with the QT, the company will issue a subsequent news release setting out further information as contemplated in Policy 2.4.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.