Vancouver, British Columbia--(Newsfile Corp. - October 21, 2025) - 1317234 B.C. Ltd. ("131" or the "Company") and Marviken Ontario Inc. ("Marviken") are pleased to announce that the Company, Marviken and 1001313119 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company, have entered into a business combination agreement dated October 15, 2025 (the "Business Combination Agreement") pursuant to which the Company will acquire Marviken by way of a three-cornered amalgamation, which will result in the reverse takeover of 131 by Marviken (the "Proposed Transaction"). Upon completion of the Proposed Transaction, the Company will continue to carry on the business of Marviken (thereafter referred to as the "Resulting Issuer").
Terms of Proposed Transaction
Under the terms of the Business Combination Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Subco and Marviken will amalgamate (the "Amalgamation"), and the resulting amalgamated entity will survive as a wholly-owned subsidiary of the Company. Immediately prior to or concurrently with closing of the Proposed Transaction, the Company is expected to change its name to "Nordiq Energy Systems Inc. ( NESt)" or such other name as is determined by Marviken and the TSX Venture Exchange (the "TSXV").
The completion of the Proposed Transaction will be subject to a number of customary closing conditions, including but not limited to: (i) the approval of the Amalgamation and the Proposed Transaction by the board of directors and shareholders of Marviken and 131, (ii) approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, (iii) approval of the TSXV, for the listing of the common shares of the Resulting Issuer (the "Resulting Issuer Shares"), including the satisfaction of its initial listing requirements, and (iv) the completion of the Concurrent Financing (as described below). In addition, immediately prior to or concurrently with closing of the Proposed Transaction, 131 is expected to consolidate (the "Consolidation") all of its issued and outstanding common shares (each, a "131 Share") on a basis that reflects the price based on a price per 131 Share equal to the price per subscription receipt sold under the Concurrent Financing.
Upon completion of the Proposed Transaction, each common share in the capital of Marviken shall be exchanged for one common share of the Resulting Issuer, and any convertible securities of Marviken shall be exchanged economically equivalent securities of the Resulting Issuer.
A listing statement in connection with the proposed transaction and listing of the Resulting Issuer Shares on the TSXV will be prepared and filed in accordance with the policies of the TSXV.
The Concurrent Financing
In connection with the completion of the Proposed Transaction, Marviken intends to complete a commercially reasonable best efforts private placement of subscription receipts of Marviken for gross proceeds of an expected $20,000,000 (the "Concurrent Financing"). The Concurrent Financing will be conducted on a private placement basis pursuant applicable prospectus exemptions.
Marviken intends to use the proceeds of the Concurrent Financing to pay for the costs and expenses of the Proposed Transaction, including the Concurrent Financing, for operations of the business of the Resulting Issuer, and for general working capital purposes.
Further details on the Concurrent Financing will be provided in a subsequent news release once available.
Mason Law is appointed as counsel for Marviken, Borden Ladner Gervais LLP is appointed as counsel to the Company.
About Marviken
Marviken is the owner of a 14 acre industrially zoned property strategically located south of Stockholm, Sweden. The Marviken site has a longstanding history of power generation and is fully integrated into the Swedish electrical grid. It hosts existing operational battery infrastructure, a 130 kV substation commissioned in 2017, and a 55,000 m³ underground energy storage cavern, with direct access to both fresh and cooling water sources. Marviken plans to develop and expand the site into a modern energy and digital infrastructure hub (the "Project"), which will include a data center and a 70 MW / 70 MWh battery energy storage system (BESS) connected through the on-site substation. The Project is designed to support Sweden's transition to a more reliable, flexible, and decarbonized energy system, addressing the country's growing need for grid stability and sustainable energy solutions.
About the Company and 1001313119 Ontario Inc.
The Company was incorporated under the Business Corporations Act (British Columbia) on July 27, 2021. The Company is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia. None of its securities, are listed or posted for trading on any stock exchange and no public market exists for any securities of the Company. Additional information on the Company can be found by reviewing its profile on SEDAR+ at www.sedarplus.ca.
Subco is a private company incorporated under the Business Corporations Act (Ontario) on July 30, 2025, for the purpose of completing the Proposed Transaction.
For more information, please contact:
1317234 B.C. Ltd.
James Ward
Chief Executive Officer
james@wardfinancial.ca
Marviken Ontario Inc.
Timothy Holmes
Director
timholmes@comcast.net
All information contained in this news release with respect to 131, Marviken, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and 131 and its directors and officers have relied on Marviken for any information concerning such party, and Marviken and its directors and officers have relied on 131 for any information concerning such party.
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and Marviken with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction; (ii) the timing for closing and the size of the Concurrent Financing; and (iii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's and Marviken's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and Marviken believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; and changes in general economic, business and political conditions, including changes in the financial markets. This forward-looking information may be affected by risks and uncertainties in the business of the Company and Marviken and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and Marviken have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. the Company and Marviken do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Investors are cautioned that, except as disclosed in the listing 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.
The TSXV has not in any way passed upon the merits of the Proposed Transaction and the Concurrent Financing and associated transactions and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271324
SOURCE: 1317234 B.C. Ltd.
