1317234 B.C. Ltd Announces Letter of Intent with Marviken Ontario Inc. for Reverse Takeover Transaction
July 21, 2025 1:26 PM EDT | Source: 1317234 B.C. Ltd.
Calgary, Alberta--(Newsfile Corp. - July 21, 2025) - 1317234 B.C. Ltd. (the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Marviken Ontario Inc. ("Marviken") which outlines the terms and conditions of a proposed business combination of Marviken and the Company by way of a three-cornered amalgamation, which will result in a reverse take-over of the Company by the shareholders of Marviken (the "Proposed Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange" or the "TSXV"). In connection with the Proposed Transaction, the Company will apply to list its common shares on the TSXV by way of a direct listing.
Marviken owns 100% of the issued and outstanding shares of Marviken One AB ("Marviken SE"), a company incorporated under the laws of Sweden, that is the owner of a fourteen (14) acre site (the "Marviken Smart Energy Cluster") strategically located south of Stockholm, Sweden. The Marviken Smart Energy Cluster benefits from a long history of power production, existing operational battery facilities, and plans for significant expansion, including a data center and a 70 MW / 70 MWh battery energy storage system connecting via an on-site substation. Marviken is aiming to build services in the transformation of the Swedish energy landscape, driven by a significant need to address grid reliability.
The Proposed Transaction
Under the terms of the LOI, it is anticipated that (i) prior to the consummation of the Proposed Transaction, the Company will implement a consolidation (the "Consolidation") of all of the issued and outstanding shares of the Company (each a "Company Share") based on a ratio to be determined immediately prior to the closing of the Proposed Transaction (the "Consolidation Ratio"), such that the existing holders of Company Shares ("Company Shareholders") shall hold, in the aggregate, such number of common shares of the Resulting Issuer (the "Resulting Issuer Shares") that when multiplied by the offering price of the Concurrent Financing (as defined herein) equals $750,000; and (ii) each outstanding security of Marviken shall be exchanged on a one for one basis (the "Exchange Ratio") for an equivalent security of the Resulting Issuer.
Upon completion of the Proposed Transaction, it is expected that: (i) Marviken will become a wholly-owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company to form the resulting issuer (the "Resulting Issuer"); (ii) that the Resulting Issuer Shares will be listed as a Tier 1 industrial issuer on the TSXV; and (iii) the Company will carry on the business of Marviken under the name "Marviken Energy Inc" or such other name as determined by the board of directors of Marviken and as approved by the Exchange. The Proposed Transaction is subject to the parties successfully entering into a definitive agreement in respect of the Proposed Transaction on or before September 15, 2025.
Completion of the Proposed Transaction will be subject to a number of conditions, including obtaining all necessary board, shareholder and regulatory approvals, including Exchange approval, as well as the completion of the Concurrent Financing.
Concurrent Financing
Marviken will endeavor to complete a private placement offering of subscription receipts for minimum gross proceeds of $20,000,000 (or such other amount as is necessary to satisfy TSXV listing requirements) (the "Concurrent Financing"). It is anticipated that net proceeds from the Concurrent Financing will be used to fund the business of Marviken.
Board of Directors
Upon the consummation of the Proposed Transaction, the board of directors of the Resulting Issuer shall consist of five directors, all of whom will be nominated by Marviken.
About 1317234 B.C. Ltd.
The Company was incorporated in the province of British Columbia on July 27, 2021. The Company is a reporting issuer but does not trade on a stock exchange. The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction.
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are 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 and specifically include statements regarding the Proposed Transaction and the related transactions described herein, satisfaction of the conditions precedent to closing of the Proposed Transaction; the completion of the Concurrent Financing and the use of proceeds therefrom; approval of regulatory bodies; the completion of the Consolidation; the parties ability to determine the appropriate Consolidation Ratio; listing of the Resulting Issuer Shares on the TSXV; and the Company's business and strategic plans. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. 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. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this news release are made as of the date of this release.
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