Ms. Briony Bayer reports

BASTION SQUARE PARTNERS II INC. CLOSES INITIAL PUBLIC OFFERING AND LISTS ON THE TSX VENTURE EXCHANGE AS A CAPITAL POOL COMPANY

Bastion Square Partners II Inc. has successfully completed its initial public offering of 15 million common shares of the company at a price of 10 cents per common share for gross proceeds of $1.5-million.

Independent Trading Group (ITG) Inc. acted as the agent for the offering. As compensation for agency services, the company granted the agent non-transferable warrants entitling the agent to purchase up to 500,000 common shares at an exercise price of 10 cents per share until Nov. 3, 2028. The agent also received a cash commission of $55,000 and a corporate finance fee of $10,000, and was reimbursed for its legal fees and reasonable expenses.

The company will use the net proceeds from the offering to identify and evaluate assets or businesses for acquisition with a view to completing a qualifying transaction under the exchange's capital pool company program, subject to and in accordance with the policies of the exchange.

Following the completion of the offering, the company has 27 million common shares outstanding, of which 13,825,000 shares have been placed in escrow. On Nov. 2, 2026, the exchange issued a bulletin approving the listing of the common shares as of the market open on Nov. 3, 2026, and immediately halted trading pending completion of the closing. The common shares will resume trading under the trading symbol BASQ.P on Nov. 9, 2026.

Concurrent with the closing of the offering, the company also granted incentive stock options to its directors and officers to acquire an aggregate of 2.7 million common shares. Each option is exercisable at a price of 10 cents per share for a period of five years from the date of grant.

The directors of the company purchased an aggregate of 1,825,000 common shares pursuant to the offering. The participation by the directors in the offering constitute a related-party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the shares purchased by the directors nor the consideration paid exceeds 25 per cent of the company's market capitalization.

We seek Safe Harbor.