Qualifying Transaction

QUALIFYING TRANSACTION - EUROPEAN LUXURY

Seven Oaks Capital Corp. (SEVN.P) is a Capital Pool Company listed on the TSX Venture Exchange, which recently announced its Qualifying Transaction to acquire a long-established Romanian based producer of luxury apparel for some of the top fashion houses in Europe (read the press release here).  

The target has been in business for over two-decades, had over €16 million Euro in revenue and over €2 million in net profit (unaudited) in 2024, and has long tenured clients who trust its extraordinary technical capabilities and focus on quality.

Seven Oaks intends to complete one or more brokered and/or non-brokered private placements of subscription receipts (“Subscription Receipts”), convertible into Resulting Issuer Shares (the “Concurrent Financing”). Concurrently 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 either Resulting Issuer Shares.

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 a proposed definitive agreement (“Proposed Definitive Agreement”) as well as a number of terms and conditions to be set forth in the Proposed Definitive Agreement, including, among other things (i) there being no material adverse change in respect of the business of the Company; (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing; and (iii) such other customary conditions of closing for a transaction in the nature of the Proposed Transaction.

Upon completion, the acquired companies will operate under as wholly owned subsidiaries of Seven Oaks, while retaining key leadership to facilitate continuity and transition.

The full terms of the Concurrent Financing and the Qualifying Transaction will be provided in a future press release or press releases that will include all the required disclosure pursuant to Policy 2.4, section 11.2 to be considered a "comprehensive press release". Trading in the common shares of Seven Oaks is currently halted in accordance with the policies of the TSX-V and will remain halted until such time as until the closing of the Qualifying Transaction or as Seven Oaks may seek resumption of trading pursuant to Policy 2.4.