Halifax, Nova Scotia--(Newsfile Corp. - May 28, 2026) - NL2 Capital Inc. (TSXV: NLII.P) ("NL2" or the "Company"), a capital pool company, is pleased to announce that it has entered into share purchase agreements (the "Definitive Agreements") dated May 28, 2026 to purchase all of the outstanding shares of a diversified group of businesses headquartered in Newfoundland and Labrador consisting of Talon Energy Services Inc., Basil Fearn (93) Limited and Trinity Roofing Inc. (collectively, the "Talon Group"), which is expected to constitute the "Qualifying Transaction" (as such term is defined in policies of the TSX Venture Exchange ("TSXV")) of NL2 (the "Proposed Transaction"). Upon completion, the Talon Group will operate as wholly owned subsidiaries of NL2 and form the business of the Company (the "Resulting Issuer").

Pursuant to the Definitive Agreements, NL2 will pay an aggregate purchase price of approximately $7.7 million for the shares of the Talon Group, subject to customary closing adjustments for debt and working capital. The purchase price will be payable 40% in cash and 60% in shares of NL2 at a deemed price per share equal to the price paid in the Concurrent Financing (defined below) or, if greater, the minimum price permitted by the TSXV.

The Talon Group generated combined unaudited revenue of approximately $16.0 million, combined unaudited net income of approximately $0.9 million, and combined annual Adjusted EBITDA of approximately $1.3 million for the fiscal year ended March 31, 2026. The Talon Group operates across industrial, infrastructure and commercial services primarily in Newfoundland and Labrador and other Atlantic Canadian markets.

"We believe this transaction represents an attractive opportunity to establish a diversified industrial and infrastructure services platform positioned to benefit from long-term infrastructure and industrial activity in Canada," said Chris Dobbin, President and CEO of NL2 Capital Inc. "The Talon Group has established a strong reputation in Newfoundland and Labrador with experienced leadership, long-standing customer relationships and profitable operations. We believe becoming a public company can support future growth opportunities through improved access to capital, enhanced bonding capacity and strategic acquisition opportunities in fragmented industries."

"The Talon Group has built a strong operating foundation, and we believe becoming a public company marks an important step in the continued growth of the business," said Terry King, President of the Talon Group. "Over many years, we have built a diversified group of businesses with experienced leadership teams, strong customer relationships and a reputation for delivering quality work across the markets we serve. We believe access to the public markets will enhance our ability to pursue larger opportunities, expand our operations and continue building long-term value for customers, employees and shareholders."

NL2 intends to complete one or more brokered and/or non-brokered private placements of subscription receipts ("Subscription Receipts") for proceeds to fund the purchase price for the Proposed Transaction and working capital for the Resulting Issuer (the "Concurrent Financing"). 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 July 15, 2026. The completion of the Proposed Transaction is subject to a number of terms and conditions, including, among other things (i) there being no material adverse change in respect of the business of the Talon Group; (ii) the receipt of all necessary consents, orders and approvals, including the conditional approval of the TSXV; and (iii) other customary conditions of closing for a transaction in the nature of the Proposed Transaction as set out in the Definitive Agreements. The Proposed Transaction is an arm's length transaction in accordance with the policies of the TSXV and is not subject to the approval of the shareholders of NL2, except as required by applicable corporate law.

It is planned that, upon completion of the Proposed Transaction, the principals of the Talon Group, Terry King and Greg Drodge, will be appointed President & CEO and Vice-President, respectively, of the Resulting Issuer and will both be appointed to the Board of Directors. All other Talon Group leadership will be retained to facilitate continuity, transition and growth. It is further expected that the name of the Resulting Issuer will be changed to a name mutually agreed upon by the parties, effective following completion of the Proposed Transaction.

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 TSXV Policy 2.4, section 11.2 to be considered a "comprehensive news release", including the proposed capital structure of the Resulting Issuer, financial information respecting the Talon Group, 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 TSXV and will remain halted until the closing of the Proposed Transaction or such earlier time as may be permitted pursuant to TSXV Policy 2.4.

NON-IFRS AND OTHER MEASURES:

This release contains references to certain measures that do not have a standardized meaning under IFRS as prescribed by the International Accounting Standards Board ("IASB") and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing a further understanding of operations from management's perspective. Accordingly, non-IFRS financial measures should not be considered in isolation or as a substitute for analysis of financial information reported under IFRS. The Company presents non-IFRS financial measures, specifically Adjusted EBITDA (as such term is hereinafter defined). The Company believes these non-IFRS financial measures are frequently used by lenders, securities analysts, investors and other interested parties as a measure of financial performance, and it is therefore helpful to provide supplemental measures of operating performance and thus highlight trends that may not otherwise be apparent when relying solely on IFRS financial measures.

Adjusted Earnings before interest, taxes, amortization and depreciation ("Adjusted EBITDA"), is calculated as net income plus amortization and depreciation plus interest on long-term debt and non-recurring charges. The most directly comparable IFRS measure is net income.

The financial information presented herein is preliminary, unaudited and subject to change pending completion of audit procedures in connection with the Proposed Transaction.

The reconciliation of Adjusted EBITDA to net income is as follows:

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause NL2's 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 in this document include, among others, statements relating to expectations regarding the terms, conditions, structure and completion of the Proposed Transaction (including all required approvals), including the Concurrent Financing, the business plans of the Resulting Issuer and the expected effect of the Proposed Transaction on future opportunities for the Resulting Issuer and the Talon Group, the anticipated completion of the Proposed Transaction, the proposed directors and officers of the Resulting Issuer, the proposed name change of the Resulting Issuer; 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 will obtain the requisite director, shareholder, regulatory and TSXV approvals for the Proposed Transaction and related matters; (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 Proposed 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 in this news release represents the expectations of NL2 as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. NL2 undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.

CAUTIONARY STATEMENT:

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.

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Source: NL2 Capital Inc.