Vancouver, British Columbia--(Newsfile Corp. - November 3, 2026) - Bastion Square Partners II Inc. (TSXV: BASQ.P) (the "Company"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce the successful completion of its initial public offering (the "Offering") of 15,000,000 common shares of the Company ("Common Shares") at a price of $0.10 per Common Share for gross proceeds of $1,500,000.
Independent Trading Group (ITG), Inc. (the "Agent") acted as the agent for the Offering. As compensation for agency services, the Company granted the Agent non-transferable warrants entitling the Agent to purchase up to 500,000 Common Shares at an exercise price of $0.10 per share until November 3, 2028. The Agent also received a cash commission of $55,000, a corporate finance fee of $10,000, and was reimbursed for its legal fees and reasonable expenses.
The Company will use the net proceeds from the Offering to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the Exchange's capital pool company program, subject to and in accordance with the policies of the Exchange.
Following the completion of the Offering, the Company has 27,000,000 Common Shares outstanding, of which 13,825,000 shares have been placed in escrow. On November 2, 2026, the Exchange issued a bulletin approving the listing of the Common Shares as of the market open on November 3, 2026 and immediately halted trading pending completion of the closing. The Common Shares will resume trading under the trading symbol "BASQ.P" on November 9, 2026.
Concurrent with the closing of the Offering, the Company also granted incentive stock options to its directors and officers to acquire an aggregate of 2,700,000 Common Shares. Each option is exercisable at a price of $0.10 per share for a period of five years from the date of grant.
The directors of the Company purchased an aggregate of 1,825,000 Common Shares pursuant to the Offering. The participation by the directors in the Offering constitute a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the shares purchased by the directors nor the consideration paid exceeds 25% of the Company's market capitalization.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or its territories or possessions or to or for the account of any U.S. person (as defined in Regulation S under the U.S. Securities Act) absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any such securities within the United States, or its territories or possessions, or to or for the account of any U.S. person.
For further information about the Company, please contact:
Ms. Briony Bayer, CFO, Corporate Secretary & Director
Email: bbayer@gustavsoncapital.com
Telephone: 778-977-3291
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the final prospectus, completion of the offering and listing the Company's common shares on the TSX Venture Exchange. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, use of proceeds from the financing, capital expenditures and other costs, and financing and additional capital requirements. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that is incorporated by reference herein, except as required by applicable securities laws.
NOT FOR DISTRIBUTION IN THE US OR TO US NEWSIRE SERVICES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322419
Source: Bastion Square Partners II Inc.