NL2 Capital raises $3.5M–$10M concurrent financing

Halifax, Nova Scotia--(Newsfile Corp. - September 9, 2026) - NL2 Capital Inc. (TSXV: NLII.P) (" NL2 " or the " Company "), a capital pool company, is pleased to announce that, in connection with its previously announced proposed qualifying transaction involving Talon Energy Services Inc., Basil Fearn (93) Limited and Trinity Roofing Inc. (collectively, the " Talon Group "), the Company intends to complete a non-brokered private placement in one or more closings of a minimum of 29,166,667 and a maximum of 83,333,333 subscription receipts (the " Subscription Receipts ") at a price of $0.12 per Subscription Receipt for minimum gross proceeds of approximately $3.5 million and maximum gross proceeds of approximately $10.0 million (the " Concurrent Financing ").

The Concurrent Financing is being undertaken in connection with the Company's proposed acquisition of all of the outstanding common shares of the Talon Group, as previously announced by the Company on May 28, 2026, which is expected to constitute the "Qualifying Transaction" of NL2 pursuant to the policies of the TSX Venture Exchange (the " TSXV " or the " Exchange ") (the " Proposed Transaction "). The Concurrent Financing is subject to acceptance by the Exchange and all other required regulatory approvals and the satisfaction of customary closing conditions. The Subscription Receipts issued pursuant to the Concurrent Financing, and the common shares issuable upon conversion of the Subscription Receipts, will be subject to applicable resale restrictions under applicable securities laws and the policies of the Exchange.

Subscription Receipts

Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and without any further action on the part of the holder, one common share of NL2 upon satisfaction or waiver of the conditions to release of the proceeds of the Concurrent Financing from escrow (the " Escrow Release Conditions "). The conversion of the Subscription Receipts is expected to occur concurrently with, or immediately prior to, completion of the Proposed Transaction, following which the common shares issued upon conversion will be common shares of the resulting issuer arising from the Proposed Transaction (the " Resulting Issuer ").

The gross proceeds of the Concurrent Financing will be deposited in escrow pending satisfaction of the Escrow Release Conditions. The Escrow Release Conditions will include, among other things, satisfaction or waiver of all material conditions precedent to completion of the Proposed Transaction and receipt of all required approvals of the TSXV.

If the Escrow Release Conditions are not satisfied or waived on or before the outside date to be established under the subscription receipt agreement, the escrowed funds, together with any interest earned thereon, will be returned to the holders of the Subscription Receipts in accordance with the terms of the subscription receipt agreement.

Use of Proceeds

The net proceeds from the Concurrent Financing are expected to be used to fund the cash portion of the purchase price payable in connection with the Proposed Transaction, transaction costs, working capital requirements of the Resulting Issuer and, depending upon the total amount raised under the Concurrent Financing, repayment of certain indebtedness of the Talon Group and general corporate purposes.

Finder's Fees

In connection with the Concurrent Financing, and subject to the approval of the TSXV and compliance with applicable securities laws, the Company may pay eligible finders a finder's fee of up to 7% of the gross proceeds raised from subscribers introduced by such finders and issue non-transferable finder warrants (the " Finder Warrants ") equal to up to 7% of the number of Subscription Receipts sold to subscribers introduced by such finders.

Each Finder Warrant will entitle the holder to acquire one common share of the Resulting Issuer at an exercise price of $0.12 per common share for a period of two years following completion of the Proposed Transaction.

In accordance with TSXV policies, no finder's fees or Finder Warrants in connection with the Concurrent Financing will be paid or issued prior to completion of the Proposed Transaction.

Proposed Transaction

As previously announced on May 28, 2026, NL2 has entered into definitive agreements to acquire all of the outstanding common shares of the Talon Group. The Proposed Transaction is expected to constitute the "Qualifying Transaction" of NL2 under TSXV Policy 2.4 - Capital Pool Companies . Completion of the Proposed Transaction remains subject to a number of conditions, including receipt of all necessary regulatory approvals, including the conditional approval of the TSXV.

Trading in the common shares of NL2 is currently halted in accordance with the policies of the TSXV and is expected to remain halted until completion of the Proposed Transaction or such earlier time as may be permitted by the TSXV.

Forward-Looking Statements

This news release contains statements that constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words and expressions such as "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," "proposed," "approximately" and similar expressions, or statements that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements contained in this news release include, without limitation, statements regarding: the terms, structure, timing and completion of the Concurrent Financing; the number of Subscription Receipts that may be issued; the payment of finder's fees and issuance of Finder Warrants in connection with the Concurrent Financing and their respective terms; the automatic conversion of the Subscription Receipts into common shares of the Company upon satisfaction of the applicable conditions; the intended use of the proceeds of the Concurrent Financing; the completion of the Proposed Transaction and the satisfaction of the conditions thereto; the receipt of all required corporate, regulatory and Exchange approvals; the business, capitalization and financial position of the Resulting Issuer following completion of the Proposed Transaction; and other statements that are not historical facts.

The forward-looking statements contained in this news release are based on management's current expectations, estimates, assumptions and projections as of the date of this news release. Material assumptions underlying such forward-looking statements include, among other things, assumptions that: the Company will be able to complete the Concurrent Financing on the terms described herein and raise at least the minimum gross proceeds contemplated by the Concurrent Financing; sufficient investor demand will exist for the Subscription Receipts; the Company and the Talon Group will satisfy or, where permitted, waive the conditions required to complete the Proposed Transaction; all necessary regulatory, corporate and TSXV approvals will be obtained on terms acceptable to the parties and within the anticipated timeframes; the Concurrent Financing and the Proposed Transaction will be completed substantially on the terms currently contemplated; and there will be no material adverse change affecting the Company, the Talon Group or the Proposed Transaction prior to closing.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation: the risk that the Company may be unable to complete the Concurrent Financing, may raise only the minimum amount contemplated or may raise an amount less than the maximum amount contemplated; the risk that market conditions or investor demand may change; the risk that the Concurrent Financing may not be completed on the terms or within the timeframe currently contemplated; the risk that the Proposed Transaction may not be completed or may not be completed on the terms currently contemplated; the risk that required approvals, including the approval of the TSXV, may not be obtained or may be subject to conditions that are not acceptable to the Company or the Talon Group; the risk that conditions to the conversion of the Subscription Receipts may not be satisfied; the risk that the anticipated use of proceeds may change depending upon the actual amount raised, transaction costs, closing adjustments and other circumstances; the risk that the Resulting Issuer may require additional financing following completion of the Proposed Transaction and that such financing may not be available when required or on acceptable terms; risks associated with the business and operations of the Talon Group; general economic, financial market and capital market conditions; changes in applicable laws and regulations; and other risks inherent in completing a Qualifying Transaction and operating a public company.

There can be no assurance that the Concurrent Financing or the Proposed Transaction will be completed as proposed or at all. In particular, there can be no assurance that the maximum gross proceeds of the Concurrent Financing will be raised. Completion of the Proposed Transaction remains subject to a number of conditions, including receipt of applicable regulatory and TSXV approvals.

The forward-looking statements contained in this news release represent the expectations of the Company as of the date of this news release. Readers are cautioned that the foregoing list of assumptions, risks and uncertainties is not exhaustive and that they should not place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

For further information:

Chris Dobbin, CPA, CA, ICD.D Director, President, CEO and CFO T: 902-401-9480 E: cdobbin@precipicecapital.com

CAUTIONARY STATEMENT:

Investors are cautioned that, except as disclosed in the filing 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. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither 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.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313752

TMX Newsfile

September 9, 2026 - 3:11 PM PDT

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