H2 Ventures 1 Inc. Announces Agreement to Acquire Magnus Green Solar Panels Manufacturing LLC as its Qualifying Transaction

(TheNewswire)

September 16 , 2025 – TheNewswire - Vancouver, BC, Canada – H2 Ventures 1 Inc. (TSXV: HO.P) (“ H2 ” or the“ Company ”) is pleased to announce that, further to its news releasedated June 5, 2025, it has entered into a definitive share purchaseagreement dated September 8 , 2025 (the “ Definitive Agreement ”) with Magnus GreenSolar Panels Manufacturing LLC (“ Magnus ”) and thesole shareholder of Magnus (the “ Vendor ”), whichwill, subject to certain conditions and approval of the TSX VentureExchange (the “ TSXV ” or the “ Exchange ”),constitute H2’s “Qualifying Transaction” (as such term isdefined in Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) of theTSXV) (the “ Transaction ”).

Magnus is a private arm’s length company existing asa Limited Liability Company – Single Owner (LLC – SO) thatoperates as a solar module manufacturer in the United Arab Emirates(“ UAE ”) and the only producer of both N-Type and P-Type panelsin the region.

Summary of the Transaction

The Transaction will be carried out pursuant to theterms of the Definitive Agreement, a copy of which is filed on theCompany’s SEDAR+ profile at www.sedarplus.ca. The below descriptionof the terms of the Transaction is qualified in its entirety byreference to the full text of the Definitive Agreement.

The Definitive Agreement provides that H2 will acquireall of the issued and outstanding common shares in the capital ofMagnus (the “ MagnusShares ”) from the Vendor in exchange for theissuance of an aggregate of 48,871,956 Resulting Issuer Shares (asdefined below) to the Vendor. To give effect to the Transaction, theCompany will:

• effect a consolidation of its issued and outstandingcommon shares ( CompanyShares ”) on the basis of one post-consolidatedCompany Share for each ten (10) pre-consolidationCompany Shares (the Consolidation ”), which will result in therebeing 6,120,000 post-Consolidation Company Shares issued andoutstanding;

• change its name to “Mirasol Green Energy Inc.” orsuch other name as Magnus or H2 may determine and which is acceptableto the Exchange and any other applicable regulatory authorities (the“ Name Change ”);

• issue an aggregate of 48,871,956 Resulting IssuerShares (as defined below) (the Consideration Shares ”) to the Vendor in exchange for all of the issued andoutstanding Magnus Shares; and

• issue an aggregate of 2,906,896 Resulting Issuer Shares(the Finder’sShares ”) to Morison Consulting Singapore Pte.Ltd. (the “ Finder ”) as a Finder’s Fee (defined below)in connection with the Transaction.

Upon the closing of theTransaction (the “ Closing ”), Magnus will be a wholly-ownedsubsidiary of the Company, and the Company (now, the “ Resulting Issuer ”)will carry on the business currently carried on by Magnus, and theResulting Issuer will be a Tier 2 Technology Issuer under the policiesof the TSXV. Prior to giving effect to the Financing (if applicable):(i) the Vendor will hold 48,871,956 Resulting Issuer Shares,representing approximately 84.41% of the outstanding post- Consolidation and post-Name Change Company Shares(“ Resulting IssuerShares ”); and (ii) the current shareholders ofH2 will hold 6,120,000 Resulting Issuer Shares, representingapproximately 10.57% of the outstanding Resulting Issuer Shares. Forthe purposes of the Transaction, the Resulting Issuer Shares issued inexchange for the Magnus Shares will be valued at $2.00 per share.Certain Resulting Issuer Shares will be subject to escrow inaccordance with the rules of the TSXV and the Finder’s Shares willbe subject to a statutory four-month hold period in accordance withapplicable TSXV policies and securities laws. In addition to enteringinto an escrow agreement in respect of the Consideration Shares, theVendor has also agreed to enter into a lock-up agreement at Closing,under which he will undertake not to sell any of the ConsiderationShares for a period of one year following Closing.

Completion of the Transaction is subject to thesatisfaction of a number of customary conditions, including, but notlimited to: (i) receipt of all required approvals and consentsrelating to the Transaction, including without limitation, (A)acceptance by the TSXV and receipt of other applicable regulatoryapprovals, (B) any third party consents, and (C) any approvals of theboards of directors and securityholders of Magnus and H2, asapplicable and as required by the TSXV and under applicable corporateor securities laws; (ii) H2 shall have a minimum of $5,000,000 intreasury, less any fees or expenses incurred prior to Closing; (iii)H2 shall have received shareholder approval for the Name Change andConsolidation; (iv) completion of the Consolidation and there being nomore than 6,120,000 post-Consolidation CompanyShares outstanding immediately prior to Closing; (v) completion of theName Change; (vi) Magnus shall have no unapproved debt and allaccounts payable shall be agreed upon by the Parties prior to Closing;(vii) the board of directors of the Resulting Issuer shall bereconstituted, such that it will consist of six directors, being MananTailor (Chair), Krunal Madhu, Manesh Mistry, Arne Gulstene, ErinCampbell and Chris Sacre (the “ Resulting Issuer Board ”), and the Exchangeshall not have objected to the appointment the Resulting Issuer Board;(viii) an advisory board of the Resulting Issuer shall be appointed,of which two (2) advisory board members will be nominated by H2 (the“ Advisory Board ”); (ix) no material adverse change shall have occurred inthe business, results of operations, assets, liabilities or financialcondition of Magnus or H2, as applicable; (x) there being noprohibition under applicable laws against consummation of theTransaction; (xi) the Parties shall have agreed to work with theirrespective legal, audit and corporate advisors to agree on a structurerelated to the existing capital dividend account for the benefit ofthe Vendor; and (xii) the Consideration Shares, when issued onClosing, shall be validly issued and free and clear of allencumbrances, except for such resale and escrow restrictions imposedby the Exchange and applicable securities laws.

In accordance with the Definitive Agreement, theclosing date of the Transaction will take place electronically at suchtime and date as the Company may determine following the satisfactionof all conditions of Closing, and which date shall be no later than5:00 p.m. (Vancouver time) on December 31, 2025, or such other date asmay be agreed to in writing by the Company and Magnus. In the eventany of the conditions set forth above are not completed or theTransaction does not proceed, the Company will notifyshareholders.

As the proposed Transaction is not a “Non-Arm’sLength Qualifying Transaction” (within the meaning of Policy 2.4),the Transaction does not require the approval of the shareholders ofH2.

In connection with the Transaction, the Company mayraise up to USD$10,000,000 (the “Financing”) on terms to bemutually agreed upon by the Parties. Further details of the proposedFinancing, if applicable, will be disclosed in a subsequent pressrelease.

About Magnus Green Solar LLC

Magnus is a private company existing as a LimitedLiability Company – Single Owner (LLC – SO) in the UAE and wasincorporated on March 6, 2023. Magnus operates in the UAE under alicense issued by the Department of Economy and Tourism of theGovernment of Dubai, as a solar module manufacturer in the UAE and theonly producer of both N-Type and P-Type panels in the region. Magnusoperates a state-of-the-art manufacturing facility located inDubai’s National Industries Park and has a present productioncapacity of 600 megawatts. Magnus’ highly automated productioncapabilities, combined with globally recognizedcertifications—including those from TUV SUD, Intertek, Dekra, andthe California Energy Commission—underscore its commitment toproduct quality, energy efficiency, and environmental sustainability.Magnus serves residential, commercial, and utility-scale marketsacross high-demand regions such as the United States, the Middle East,and India.

The current Control Person (as defined in the policiesof the Exchange) of Magnus is Mr. Manan Tailor. Mr. Tailor currentlyholds all issued and outstanding Magnus Shares and is expected tobecome an Insider and Control Person (as such terms are defined in thepolicies of the Exchange) of the Resulting Issuer.

For its most recently completed year-end of December31, 2024, Magnus generated CAD$28,790,396.51 (76,392,726 United ArabEmirates Dirham (“ AED ”)) in total revenue, resulting in grossprofits of CAD$6,470,478.37 (17,168,832 AED) and net profits ofCAD$3,955,125.29 (10,494,569 AED) for the fiscal year. As at December31, 2024, Magnus had a total assets value of CAD$25,505,791.79(67,677,323 AED) and a total liabilities value of CAD$13,606,320.17(36,103,146 AED). The foregoing amounts are audited and determined inaccordance with IFRS Accounting Standards as issued by theInternational Accounting Standards Board.

For the six-months period ended June 30, 2025, Magnusgenerated CAD$31,751,287.97 (84,249,185 AED) in total revenue,resulting in gross profits of CAD$7,596,783.01 (20,157,380 AED) andnet profits of CAD$5,624,047.55 (14,922,904 AED) for the six-monthsperiod. As at June 30, 2025, Magnus had a total assets value ofCAD$31,072,759.96 (82,448,772 AED) and a total liabilities value ofCAD$14,910,559.24 (39,563,827 AED). The foregoing amounts provided forthe six-months period ended June 30, 2025, are auditor reviewed inaccordance with the International Standards on Review Engagements2410, Review of interimfinancial information performed by the Independent Auditor of theEntity .

All Canadian dollar figures presented herein arecalculated based on the exchange rate for September 5, 2025 ofCAD$1.00 = 2.65341 AED.

Proposed Directors and SeniorManagement Team

The following are brief biographies of the currentlyproposed directors and executive officers of the Resulting Issuerfollowing completion of the Transaction:

Manan Tailor – Proposed GroupChairman

Manan Tailor has over 20 years of significantexperience in business operations, management and project leadership.His international exposure includes Australia, USA, China and the UAE.He is currently the founder and Chief Executive Officer of MagnusGreen Solar Panels Manufacturing LLC. Previously, he was a Director ofMore Green Energy, Sales Manager at Euro Solar, a Director of MVDiagnostic, and Team Lead at Johnson & Johnson Diagnostics. Mananobtained a Bachelor of Engineering from the University ofMumbai.

Krunal Madhu – Proposed Director

Krunal Madhu has over 20 years of significantexperience in field service and span diagnostics. Previously, heserved as the National Service Manager at Biosystems Diagnostics,covering India, SAARC, Thailand and East Africa.

Richard Halka – Proposed Chief Financial Officer

Richard Halka brings with him more than 30 years ofaccounting, corporate finance and capital raising experience. He hasled a number of public and private companies through periods of rapidgrowth, strategic realignment, financial restructuring andorganizational change. Prior to joining Li-Metal, Richard held therole of Executive Vice President and Chief Financial Officer atTSX-listed Electrovaya Inc., overseeing public offerings,restructuring of debt and other capital market transactions. Duringthis time, he also served on the Global Affairs Canada CleanTechnology Advisory Group, providing advice to the CanadianTrade.

Manish Mistry – Proposed ChiefExecutive Officer and Director

Manesh Mistry was previously the Asia Pacific Head ofGlobal Sales at DuPont, Head of Sales for Australia and New Zealand atABB High Voltage Division, and Head of Sales for Australia and NewZealand at Century.

Arne Gulstene – ProposedDirector

Arne Gulstene is an experienced corporate director and senior capitalmarkets executive with over 30 years of experience in financialservices, governance, and stakeholder engagement. He currently servesas Chair of the Board of the Governance Professionals of Canada, andsits on the boards of Fraser Big Sky Capital Corp. and Amaya Big SkyCapital Corp., both TSX Venture-listed capital pool companies. Arnebrings deep expertise in board oversight, public company governance,and regulatory strategy, drawing on his national leadership roles atTMX Group and now as Head of Issuer Services at Computershare Canada.

Erin Campbell – ProposedDirector

Erin is the Founding Partner & CEO of Moneta Securities (Alberta)Corp., where she advises public and private companies on capitalmarket access and financing strategies. She is also Chair andCo-Founder of Kanata Clean Power & Climate Technologies Corp.,Venture Partner at Raiven Capital, and serves on several corporateboards including Global Energy Metals Corporation (TSX.V: GEMC) andthe Canadian Eurasian Chamber of Commerce. With over two decades ofexperience in investment banking and capital markets, Erin has ledcomplex financing initiatives across mining, energy, industrialtechnology, and telecommunications, and holds the ICD.D designationfrom the Institute of Corporate Directors at the University ofToronto’s Rotman School of Business.

Chris Sacre – ProposedDirector

Chris is the CEO and Chairman of Sacrè-DaveyEngineering – an EPCM working across energy, mining, and clean tech,Founder & Chairman of HTEC Hydrogen Technology and Energy Corp.,has also founded S2G Biochemicals and has sat as Chairman. He waspreviously a director of the Canadian Hydrogen and Fuel CellAssociation.  He presently sits as Chair of H2 Ventures 1 Inc.

Morison Consulting Singapore Pte. Ltd. – Proposed Advisor

Morison Consulting Singapore Pte. Ltd., is a leadingfinancial and corporate advisory firm with nearly two decades ofproven expertise. The firm specializes in capital markets, mergers and acquisitions, cross-border listings andtransactions, as well as strategic business consulting, helpingclients navigate complex financial landscapes with confidence. As atrusted advisor, Morison Consulting leverages its global network anddeep market insights to deliver innovative,tailored solutions.

Prospectus

In connection with the Transaction and pursuant to TSXVrequirements, the Company will file a prospectus under its profile onSEDAR+ at www.sedarplus.ca, which will contain relevant detailsregarding the Transaction, H2, Magnus and the Resulting Issuer.

Finder’s Fee

As currently contemplated, at Closing, the Finder willbe paid a finder’s fee (the “ Finder’s Fee ”) in the amount ofapproximately 2,906,896 Finder’s Shares issued at a deemed price ofCAD$2.00 per Finder’s Share, in connectionwith the Transaction. The Finder’s Fee is subject to Exchangeacceptance in accordance with the policies of the Exchange.

Sponsorship

Sponsorship of a Qualifying Transaction of a CapitalPool Company is required by the Exchange unless an exemption from suchrequirement is available in accordance with the policies of theExchange. H2 intends to apply to the Exchange for a waiver from thesponsorship requirements. There is no assurance that H2 will be ableto obtain such a waiver.

Trading Halt

In accordance with the policies of the Exchange, theCompany Shares have been halted from trading, and such trading halt isexpected to remain in place until such time as the Exchangedetermines, which, depending on the policies of the Exchange, may notoccur until completion of the Transaction.

Advisors

Prest Law Corporation is acting as legal advisor to H2,and Dentons Canada LLP is acting as legal advisor to Magnus and theVendor.

Additional Information

Further particulars relating to the Transaction,including further particulars of the Resulting Issuer and theFinancing, will be provided in a subsequent press release, which willbe made available under H2’s issuer profile on SEDAR+ at www.sedarplus.ca in accordance withthe policies of the Exchange. Notwithstanding the foregoing, furtherinformation concerning the Transaction will be provided in therequisite disclosure document to be filed under H2’s issuer profileon SEDAR+ at www.sedarplus.ca .

All information contained in this press release withrespect to H2 and Magnus was supplied, for inclusion herein, by therespective Parties and each Party and its directors and officers haverelied on the other Party for any information concerning the otherParty.

Completion of theTransaction is subject to a number of conditions, including but notlimited to, Exchange acceptance and if applicable pursuant to Exchangerequirements, majority of the minority shareholder approval. Whereapplicable, the Transaction cannot close until the required shareholderapproval is obtained. There can be no assurance that the Transactionwill be completed as proposed or at all.

Investors arecautioned that, except as disclosed in the management informationcircular or filing statement to be prepared in connection with theTransaction, any information released or received with respect to theTransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of a capital pool company should beconsidered highly speculative.

The TSX VentureExchange Inc. has in no way passed upon the merits of the proposedTransaction and has neither approved nor disapproved the contents ofthis press release.

This press releasedoes not constitute an offer to sell or a solicitation of an offer tosell any of the securities in the United States. The securities havenot been and will not be registered under the United States SecuritiesAct of 1933, as amended (the “U.S. Securities Act”) or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available.

ABOUT H2 VENTURES 1 INC.

H2 is a Capital Pool Company within the meaning ofPolicy 2.4. H2 has not commenced commercial operations and has noassets other than cash. Except as specifically contemplated in thePolicy 2.4, until the completion of its Qualifying Transaction, theCompany will not carry on business, other than the identification andevaluation of companies, business or assets with a view to completinga proposed Qualifying Transaction.

For further information, please contact:

H2 Ventures 1 Inc.

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

Phone: (604) 760-7176

Magnus Green Solar PanelsManufacturing LLC

John Norman

Phone: (+44)782 592 1854

Email: magnusuk10@gmail.com

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-lookingstatements. Words such as “may”, “will”, “should”,“could”, “expect”, “plan”, “intend”, “anticipate”,“believe”, “estimate”, “predict” or “potential” or thenegative or other variations of these words, or similar words orphrases, are intended to identify forward-looking statements. Thesestatements reflect management’s current estimates, beliefs,intentions and expectations regarding the future, including, but notlimited to, H2’s completion of the Transaction and relatedtransactions, the Financing, payment of the Finder’s Fee, and theconditions to be satisfied for the completion of the Transaction. Suchstatements are not guarantees of future performance. They are subjectto risks and uncertainties that may cause actual results, performanceor developments to differ materially from those contained in thestatements, including risks related to factors beyond the control ofH2. Such factors include, among other things: the requisite corporateapprovals of the directors and shareholders of the Parties may not beobtained; the Exchange may not approve the Transaction; the Exchangemay not approve the Finder’s Fee; sufficient funds may not be raisedpursuant to the Financing; and other risks that are customary totransactions of this nature. No assurance can be given that any of theevents anticipated by the forward-looking statements will occur or, ifthey do occur, what benefits H2 will obtain from them. Except asrequired under applicable securities legislation, H2 undertakes noobligation to publicly update or revise forward-lookinginformation.

NEITHER THE TSX VENTURE EXCHANGE NORITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THEPOLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THEADEQUACY OR ACCURACY OF THIS RELEASE.

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