Most Asian Currencies Consolidate Ahead of U.S. Employment Data, Fed Chair's Speech
0047 GMT — Most Asian currencies consolidate against the dollar in early Asian trade ahead of U.S. March employment data and Fed Chair Powell's speech later today. The nonfarm payrolls are likely to show a decent 150,000 increase and unemployment is expected to remain at 4.1%, CBA's Kristina Clifton says in a research report. Also, 'markets will be focused on any comments that Powell makes in regards to the impacts of tariffs on the U.S. economy and inflation,' the senior economist and senior currency strategist says. USD/JPY is little changed at 146.03; USD/SGD is steady at 1.3336; AUD/USD is flat at 0.6330. (ronnie.harui@wsj.com)
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Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange. No deposits or advances have or will be made to Magnus or H2 with respect to the Transaction. About Magnus Green Solar LLC Magnus is a private company existing as a Limited Liability Company – Single Owner (LLC – SO) in the United Arab Emirates ("UAE") and was incorporated on March 6, 2023. Magnus operates in the UAE under a license issued by the Department of Economy and Tourism of the Government of Dubai, as a solar module manufacturer in the United Arab Emirates and the only producer of both N-Type and P-Type panels in the region. Magnus operates a state-of-the-art manufacturing facility located in Dubai's National Industries Park and has a present production capacity of 600 megawatts. 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For its most recently completed year-end of December 31, 2024, Magnus generated CAD$28,581,534.72 (76,392,726 United Arab Emirates Dirham ("AED")) in total revenue, resulting in gross profits of CAD$6,423,537.86 (17,168,832 AED) and net profits of CAD$3,926,432.58 (10,494,569 AED) for the fiscal year. As at December 31, 2024, Magnus had a total assets value of CAD$25,317,016.99 (67,667,323 AED) and a total liabilities value of CAD$13,507,612.24 (36,103,146 AED). The foregoing amounts are audited and determined in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. For the three-months period ended March 31, 2025, Magnus generated CAD$16,047,530.68 (42,891,840 AED) in total revenue, resulting in gross profits of CAD$3,011,441.19 (8,048,980 AED) and net profits of CAD$2,508,577.15 (6,704,925 AED) for the three-month period. 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Pursuant to the terms and conditions of the Term Sheet, H2 will acquire all of the issued and outstanding shares of Magnus (each, a "Magnus Share" and collectively, the "Magnus Shares") in exchange for common shares in the capital of H2 (each, a "Consideration Share" and, collectively, the "Consideration Shares") at an exchange ratio of approximately 2,071,154.1 Consideration Shares for each Magnus Share held, resulting in the issuance of approximately 517,788,526 Consideration Shares issued to holders of Magnus Shares. Holders of Magnus Shares, on a fully diluted basis, will receive Consideration Shares representing approximately 85.45% of the Resulting Issuer, on a fully diluted basis, prior to giving effect to the Financing (if applicable). The Consideration Shares may be subject to escrow restrictions pursuant to the policies of the Exchange and other statutory hold periods as required pursuant to applicable securities laws. 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Pursuant to the terms and conditions of the Term Sheet, the Parties are subject to certain interim obligations, including but not limited to: (i) each Party and their respective directors, officers or principals immediately ceasing and causing to be terminated any solicitation, encouragement, activity, discussion and negotiation with any third parties that may be ongoing with respect to any transaction involving the sale, exchange or other disposition of the issued and outstanding Magnus Shares or any portion thereof; (ii) none of the Magnus shareholders selling, transferring or assigning its Magnus Shares or granting an interest to acquire such Magnus Shares; and (iii) each Party conducting its business in a diligent manner consistent with past practices and without making any material change adverse to its business operations and policies. The Parties will be responsible for all expenses each Party respectively incurs in connection with the Transaction. No Party will be entitled to reimbursement for any such expenses, whether or not the Transactions is completed. Additionally, a break fee of USD$250,000 (the "Break Fee") will be payable to the other Party, plus expenses incurred to date should one Party electively not proceed with the Transaction. The Break Fee will not be payable if the Transaction cannot be completed for regulatory reasons. Directors and Officers of the Resulting Issuer The Board of Directors (the "Board") of the Resulting Issuer will be comprised of five (5) directors. Two (2) of the directors will be nominated by H2 and three (3) of the directors will be nominated by Magnus. Additionally, the Board will create an advisory board, of which two (2) advisory board members will be nominated by H2. Further information regarding the directors and officers, including names and biographies thereof, will be provided in a subsequent press release. Finder's Fee As currently contemplated, at Closing, Mr. Ashik Karim (the "Finder") will be paid a finder's fee (the "Finder's Fee") in the amount of approximately 21,096,895 Common Shares issued at a deemed price of US$0.1487 per Common Share, in connection with the Transaction. The Finder's Fee is subject to Exchange acceptance in accordance with the policies of the Exchange. Sponsorship Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless an exemption from such requirement is available in accordance with the policies of the Exchange. H2 intends to apply to the Exchange for a waiver from the sponsorship requirements. There is no assurance that H2 will be able to obtain such a waiver. Trading Halt In accordance with the policies of the Exchange, the Common Shares have been halted from trading, and such trading halt is expected to remain in place until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction. Additional Information Further particulars relating to the Transaction, including further particulars of the Resulting Issuer and the Financing, will be provided in a subsequent press release, which will be made available under H2's issuer profile on SEDAR+ at in accordance with the policies of the Exchange. Notwithstanding the foregoing, further information concerning the Transaction will be provided in the requisite disclosure document to be filed under H2's issuer profile on SEDAR+ at All information contained in this press release with respect to H2 and Magnus was supplied, for inclusion herein, by the respective Parties and each Party and its directors and officers have relied on the other Party for any information concerning the other Party. Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 press release. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities 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 to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. ABOUT H2 VENTURES 1 INC. H2 is a Capital Pool Company within the meaning of Policy 2.4. H2 has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Policy 2.4, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction. FORWARD-LOOKING STATEMENTS This press release contains certain forward-looking statements. Words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, are intended to identify forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations regarding the future, including, but not limited to, H2's completion of the Transaction and related transactions, H2 entering into the Definitive Agreement, the Financing, payment of the Finder's Fee, and the conditions to be satisfied for the completion of the Transaction. Such statements are not guarantees of future performance. They are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of H2. Such factors include, among other things: the Parties may not enter into the Definitive Agreement; the requisite corporate approvals of the directors and shareholders of the Parties may not be obtained; the Exchange may not approve the Transaction; the Exchange may not approve the Finder's Fee; sufficient funds may not be raised pursuant to the Financing; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits H2 will obtain from them. Except as required under applicable securities legislation, H2 undertakes no obligation to publicly update or revise forward-looking information. NEITHER THE 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. SOURCE H2 Ventures 1 Inc. View original content:
