Mr. Chris Dobbin reports

NL2 CAPITAL INC. ANNOUNCES PROPOSED QUALIFYING TRANSACTION LAUNCHING ITS STRATEGY TO BUILD A DIVERSIFIED PORTFOLIO OF OPERATING BUSINESSES

NL2 Capital Inc. has entered into non-binding letters of intent signed Nov. 6, 2025, to acquire a Canadian diversified group of companies (the target companies), which is expected to constitute the qualifying transaction (as such term is defined in policies of the TSX Venture Exchange) of NL2.

The proposed transaction marks the initial step in the company's strategy to build a diversified portfolio of operating businesses in North America with initial focus in the Canadian market. Upon completion of the proposed transaction, it is anticipated that the target companies will operate as wholly owned subsidiaries and form the business of the company, while retaining key leadership to facilitate continuity and transition.

NL2 proposes to complete one or more brokered and/or non-brokered private placements of subscription receipts for proceeds to finance the purchase price for the proposed transaction and working capital for the resulting issuer. Concurrent with the completion of the proposed transaction, it is expected that the subscription receipts will be automatically exchanged, for no additional consideration and without requiring any further consent of the holders thereof, into shares of the resulting issuer.

The proposed transaction is expected to close by March 31, 2026. The completion of the proposed transaction will be subject to the entry into of definitive agreements as well as the satisfaction of a number of terms and conditions to be set forth in the definitive agreements, including, among other things (i) there being no material adverse change in respect of the business of the target companies; (ii) the receipt of all necessary consents and regulatory and shareholder approvals, including the conditional approval of the TSX-V; (iii) completion of the concurrent financing; and (iv) such other customary conditions of closing for a transaction in the nature of the proposed transaction. The proposed transaction is an arm's-length transaction pursuant to the policies of the TSX-V and shareholder approval is not expected to be required for the proposed transaction, except as required by applicable corporate law.

The full terms of the concurrent financing and the proposed transaction will be provided in a future press release or press releases that will include all the required disclosure pursuant to TSX-V Policy 2.4 to be considered a comprehensive news release, including the proposed capital structure of the resulting issuer, financial information respecting the target companies, the names and backgrounds of all persons who will constitute insiders of the resulting issuer and information respecting sponsorship. Trading in the common shares of NL2 is currently halted in accordance with the policies of the TSX-V and will remain halted until the closing of the proposed transaction or such earlier time as may be permitted pursuant to TSX-V Policy 2.4.

We seek Safe Harbor.