Vancouver, British Columbia--(Newsfile Corp. - September 15, 2026) - FeralX Systems Inc. ("FeralX" or the "Company") announces that the TSX Venture Exchange ("TSXV") has conditionally accepted the Company's application to list its common shares (the "FeralX Shares") on the TSXV as a Tier 2 Technology Issuer under the symbol "FRLX" (the "Listing").
Listing
Final TSXV approval remains subject to customary listing conditions, closing of the $0.60 Financing and the Equipment Acquisition (each described below), and receipt by the TSXV of all required documentation. There is no assurance that final approval will be obtained or that the Listing will be completed as proposed or at all.
The Company's listing application dated August 31, 2026 (the "Listing Application") is available under FeralX's issuer profile on SEDAR+ at www.sedarplus.ca.
Board and management
Upon Listing and subject to TSXV approval, the current board of directors and chief executive officer will resign and the board and management will be reconstituted as follows: Rob MacIntyre, Chief Executive Officer and Director; Ira Levy, Chief Financial Officer and Corporate Secretary; Eelke Sijbrandij, Chief Technology Officer; Dennis Veilleux, Director; and Blair Jordan, Director. Further information on each individual is set out in the Listing Application.
Business at Listing
Upon Listing, FeralX expects to operate as a Canadian defence manufacturer producing small arms and unmanned ground systems, and providing mission support, including aviation and intelligence, surveillance, and reconnaissance services, to government, military and law-enforcement customers. FeralX holds a Business Firearms Licence (No. 14074250.0001) authorizing the manufacture of small arms and is registered under the Controlled Goods Program (Certificate No. 31908).
Initial production is expected to be small arms. Research and development is expected to continue on variants of the Company's man-portable unmanned ground vehicle, and assembly of unmanned aerial systems under the Company's production agreement with Arcanus Aerial Systems Inc. is expected to commence immediately, the first Arcanus aerial systems having been received at FeralX's Ontario facility.
$0.60 Financing
Prior to Listing, FeralX and 1594507 B.C. Ltd. ("FinanceCo"), a special purpose corporation formed for the financing and the Equipment Acquisition, intend to complete non-brokered private placements of units of FeralX ("FeralX Units") and units of FinanceCo ("FinanceCo Units" and, together with the FeralX Units, the "Units") at a price of C$0.60 per Unit for aggregate gross proceeds of up to C$5,400,000 (the "$0.60 Financing"). The $0.60 Financing may be completed in one or more closings.
Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at C$1.00 for 24 months from the date of issuance.
Immediately prior to Listing, FeralX, FinanceCo and a newly incorporated subsidiary of FeralX intend to complete a three-cornered amalgamation (the "Amalgamation"), under which the outstanding securities of FinanceCo, including FinanceCo Units issued under the $0.60 Financing, will be exchanged for substantially equivalent securities of FeralX.
The majority of the net proceeds of the $0.60 Financing will be used to purchase capital equipment and fund overhead expenses for the next twelve months, including rent and facilities costs, payroll and G&A costs. Any remaining unallocated funds from the $0.60 Financing will be allocated to support the go-forward business and working capital of FeralX.
Finder's fees may be paid to eligible finders in accordance with applicable securities laws. No insider participation is anticipated. The Units are subject to a statutory hold period of four months and one day under applicable Canadian securities laws. FeralX securities issued in exchange for FinanceCo Units under the Amalgamation will not be subject to statutory resale restrictions but may be subject to transfer restrictions imposed by the TSXV.
Equipment Acquisition
As a condition of Listing, FinanceCo has agreed to acquire machinery, equipment, tooling and raw materials used in the manufacture of small arms (the "Equipment Acquisition") from Black Creek Labs Inc. ("Black Creek Labs") for aggregate consideration of C$5,244,000, of which C$800,000 has been paid in cash as a deposit and the balance is to be satisfied by the issuance of 7,406,666 FeralX Shares at a deemed price of C$0.60 per share to Black Creek Labs and certain of its debtholders. FinanceCo shares will be exchanged for FeralX Shares on a one-for-one basis under the Amalgamation. The letter agreement dated August 27, 2026 among FeralX, FinanceCo and Black Creek Labs is filed under FeralX's issuer profile on SEDAR+.
The Equipment Acquisition is an arm's length transaction as between FinanceCo and Black Creek Labs. FeralX's participation is not arm's length, as Rob MacIntyre is an officer of both Black Creek Labs and FeralX. The Equipment Acquisition is exempt from the formal valuation requirement of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") under section 5.5(b), as the securities of FeralX are not listed or quoted on a market specified in MI 61-101, and no formal valuation has been obtained. The Equipment Acquisition was approved by unanimous consent resolution of the minority shareholders of FeralX in accordance with MI 61-101.
Further information on the Listing, the $0.60 Financing and the Equipment Acquisition will be provided in subsequent news releases and in FeralX's continuous disclosure filings on SEDAR+.
About FeralX Systems Inc.
FeralX Systems Inc. is a Canadian-controlled defence manufacturer headquartered in Ontario. The company designs, builds and delivers weapon systems, autonomous platforms and precision components for government, military and law-enforcement customers, connecting operators, sensors and precision effects into one integrated mission ecosystem. FeralX operates across four lines: Armament, Autonomy, Mission Support and Manufacturing. www.feralx.ca
For further information
James Ward, james@wardfinancial.ca
Forward-looking information
This news release contains forward-looking information, including statements regarding final TSXV acceptance of the Listing and its timing; completion of the $0.60 Financing, the Amalgamation and the Equipment Acquisition and the expected use of proceeds; and FeralX's expected business, production, development and operations upon Listing, including activity under its production agreement with Arcanus Aerial Systems Inc. Forward-looking information is based on expectations, estimates, projections and assumptions made as of the date of this release and is subject to risks and uncertainties that could cause actual results to differ materially, including the risk that required approvals are not obtained on the terms or timing anticipated, or at all; market conditions; dilution; and the risk factors described in FeralX's continuous disclosure filings on SEDAR+. Readers should not place undue reliance on forward-looking information, which is qualified in its entirety by this cautionary statement. FeralX undertakes no obligation to update forward-looking information except as required by applicable securities laws. The terms of the $0.60 Financing, the Amalgamation and the Equipment Acquisition may change based on FeralX's due diligence and the receipt of tax, corporate and securities law advice.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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