Qualifying Transaction

Luxury European Fashion Acquisition

Seven Oaks Capital Corp. (SEVN.P) is a Capital Pool Company listed on the TSX Venture Exchange, which announced its Qualifying Transaction to acquire a long-established Romanian based producer of luxury apparel for some of the top fashion houses in Europe.  Upon completion, the acquired Target will operate under as subsidiary of Seven Oaks, while retaining key leadership to facilitate continuity and transition.

QT Target

The Target generates revenue from the production and sale of apparel to well-established brands, predominantly in Europe and North America. It has grown to become one of the largest apparel development centres in the fashion industry in Romania. It distinguishes itself in the marketplace through its full-package premium and luxury apparel development and manufacturing products and services, including collection design, fabric and accessory sourcing, sampling, production and delivery, with a focus on building long-term collaboration with international brands.

Financial Information

For the first half of the year ending June 30, 2026, the Target had revenues of €7,741,742, net income before tax of €467,767, assets of €13,078,350 and liabilities of €3,889,225.

For the year ending December 31, 2025, the Target had revenues of €17,918,769, net income before tax of €692,460, assets of €11,933,844 and liabilities of €3,082,799.

For the year ending December 31, 2024, the Target had revenues of €16,578,912, net income before tax of €2,089,725, assets of €11,069,450, and liabilities of €2,020,632.

The foregoing unaudited (2026) and audited (2025, 2024) financial information was prepared in accordance with International Financial Reporting Standards accounting standards as adopted by the European Union.

Credit Facility

Concurrent with the completion of the Qualifying Transaction, Seven Oaks’ wholly owned Romanian subsidiary intends to enter into a credit facility agreement (the "Credit Agreement") with a qualified lender (the "Lender") for the provision of: (i) a €3,500,000 term loan, bearing interest at a fixed rate of 5.568% (EURIBOR 6M plus 3%) annually, repayable in monthly installments of principal and interest, amortized over a period of six (6) years (the "Term Loan"). The proceeds of the Term Loan will be used to partially finance the acquisition of the Target. Each of Seven Oaks’ wholly owned Romanian subsidiary and the Target has granted a first ranking general security agreement with the Lender creating a first-priority security interest over all of their respective present and after-acquired personal property. The security granted by Seven Oaks and Seven Oaks’ wholly owned Romanian subsidiary in favour of the Lender includes a charge over all of its right, title and interest in the shares of Seven Oaks’ wholly owned Romanian subsidiary and the Target respectively. In addition, Seven Oaks is expected to provide a corporate guarantee in favour of the Lender.

Concurrent Financing

Seven Oaks intends to complete one or more brokered and/or non-brokered private placements of subscription receipts (“Subscription Receipts”), at an offering price of $0.80 per Subscription Receipt, with financing terms for strategic investors at a discounted rate to be determined, for proceeds of $4,000,000 to $8,400,000, convertible into Resulting Issuer Shares (the “Concurrent Financing”).

The net proceeds of the Concurrent Financing are expected to be used by the Resulting Issuer for general corporate and working capital purposes, capital expenditures relating to the Business, and such other purposes as the Board may determine. Full details regarding the use of proceeds will be disclosed in the prospectus to be filed in connection with the Qualifying Transaction.

Closing

The Qualifying Transaction is expected to close by late fall of 2026. The completion of the Qualifying Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by both boards of directors of Seven Oaks and the Target, approvals and/or consents, as applicable, of the Target Shareholders and Seven Oaks Shareholders, obtaining necessary third party approvals, including Exchange acceptance and approvals of the applicable securities regulatory authorities (including the issuance of a receipt by the Ontario Securities Commission for a long-form prospectus), and the completion of the Concurrent Financing. There can be no assurance that the Concurrent Financing or the Qualifying Transaction will be completed as proposed or at all.

Trading Halt

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.

Forward Looking Statements

This webpage contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Seven Oaks’ actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.  Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements on this webpage include, among others, statements relating to expectations regarding the terms, conditions, structure and completion of the Qualifying Transaction (including all required approvals), including the Concurrent Financing, the business plans of the Resulting Issuer, the anticipated completion of the Qualifying Transaction, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) that there is no assurance that the parties hereto will obtain the requisite director, shareholder, regulatory and Exchange approvals for the Qualifying Transaction; (b) there is no assurance that the Concurrent Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Financing; (c) following completion of the Qualifying Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (d) compliance with government regulation; (e) domestic and foreign laws and regulations could adversely affect the Resulting Issuer’s Business and results of operations; and (f) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. 

The forward-looking information contained on this webpage represents the current expectations of Seven Oaks and, accordingly, is subject to change. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Seven Oaks undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.