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H2 VENTURES 1 INC. ANNOUNCES QUALIFYING TRANSACTION WITH MAGNUS GREEN SOLAR LLC
H2 VENTURES 1 INC. ANNOUNCES QUALIFYING TRANSACTION WITH MAGNUS GREEN SOLAR LLC

Cision Canada

time16 hours ago

  • Business
  • Cision Canada

H2 VENTURES 1 INC. ANNOUNCES QUALIFYING TRANSACTION WITH MAGNUS GREEN SOLAR LLC

VANCOUVER, BC, June 5, 2025 /CNW/ - H2 Ventures 1 Inc. (TSXV: HO.P) (" H2" or the " Company") is pleased to announce that it has entered into a binding term sheet dated May 30, 2025 (the " Term Sheet") with Magnus Green Solar LLC (" Magnus"), pursuant to which H2 and Magnus (each, a " Party" and collectively, the " Parties") have agreed to enter into a plan of arrangement, merger, amalgamation, share exchange and/or other similar transaction whereby H2 will acquire all of the issued and outstanding shares of Magnus (each, a " Magnus Share" and collectively, the " Magnus Shares")(the " Transaction"). The Transaction is subject to the approval of, inter alios, the TSX Venture Exchange (the " Exchange") and is intended to constitute the Qualifying Transaction (as such term is defined in the policies of the Exchange) of H2 in accordance with Policy 2.4 – Capital Pool Companies of the Exchange (" Policy 2.4") of the Exchange Corporate Finance Manual. The Transaction constitutes an arm's length transaction and therefore, as currently contemplated, will not require shareholder approval under Policy 2.4. However, in the event the Transaction is structured as an amalgamation or a plan of arrangement, shareholder approval may otherwise be required for corporate law reasons. The Parties intend to enter into a definitive agreement in respect of the Transaction (the "Definitive Agreement") on or prior to July 16, 2025 or as mutually agreed to by the Parties. In connection with the Transaction, if required, Magnus may raise up to USD$10,000,000 (the " Financing") on terms to be mutually agreed upon by the Parties. Further details of the proposed Financing, if applicable, will be disclosed in a subsequent press release. The Company, upon completion of the Transaction (" Closing"), is hereinafter referred to as the " Resulting Issuer". The Resulting Issuer is expected to carry on the current business of Magnus. 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. Magnus' highly automated production capabilities, combined with globally recognized certifications—including those from TUV SUD, Intertek, Dekra, and the California Energy Commission—underscore its commitment to product quality, energy efficiency, and environmental sustainability. Magnus serves residential, commercial, and utility-scale markets across high-demand regions such as the United States, the Middle East, and India. The current Control Person (as defined in the policies of the Exchange) of Magnus is Mr. Manan Tailor. Mr. Tailor currently holds all issued and outstanding Magnus Shares and is expected to become an Insider and Control Person (as such terms are defined in the policies of the Exchange) of the Resulting Issuer. 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. As at March 31, 2025, Magnus had a total assets value of CAD$29,274,980.17 (78,246,167 AED) and a total liabilities value of CAD$15,735,381.25 (42,057,527 AED). The foregoing amounts provided for the three-month period ended March 31, 2025 are auditor reviewed in accordance with the International Standards on Review Engagements 2410, Review of interim financial information performed by the Independent Auditor of the Entity. All Canadian dollar figures presented herein are calculated based on the exchange rate for May 30, 2025 of CAD$1.00 = 2.6728 AED. Summary of the Transaction Whereas the Term Sheet sets out the general terms of the Transaction as currently contemplated by the Parties, the Parties will negotiate in good faith to enter into the Definitive Agreement on or before July 16, 2025 or as mutually agreed to by the Parties. 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. The Transaction will be completed pursuant to, and in accordance with, corporate law requirements and available exemptions under applicable securities legislation. The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers, permissions and approvals for the Transaction, including the approval of the Exchange; (ii) each of the Parties completing their respective due diligence of the other Party's business assets and liabilities; (iii) H2 having a minimum of $5,000,000 in treasury, less any fees or expenses incurred prior to Closing; (iv) Magnus having no unapproved debt and all accounts payable being agreed upon by the Parties prior to Closing; (v) H2 having 66,200,000 common shares in the capital of H2 (" Common Shares") issued and outstanding, of which 5,000,000 Common Shares will be subject to applicable escrow requirements in accordance with Exchange policies; (vi) changes to restrictions on Resulting Issuer shares held in escrow being made upon approval of the Board (as defined below); (vii) Magnus providing H2 with audited financial statements as are required for the Qualifying Transaction; (viii) if required, Magnus providing H2 with a formal valuation acceptable to the Exchange; (ix) the Parties working with their respective legal, audit and corporate advisors to agree on a structure related to the existing capital dividend account for the benefit of Magnus shareholders; and * Magnus and H2 agreeing to pursue a name and ticker symbol change following Closing. 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. SOURCE H2 Ventures 1 Inc.

H2 VENTURES 1 INC. ANNOUNCES QUALIFYING TRANSACTION WITH MAGNUS GREEN SOLAR LLC
H2 VENTURES 1 INC. ANNOUNCES QUALIFYING TRANSACTION WITH MAGNUS GREEN SOLAR LLC

Yahoo

time16 hours ago

  • Business
  • Yahoo

H2 VENTURES 1 INC. ANNOUNCES QUALIFYING TRANSACTION WITH MAGNUS GREEN SOLAR LLC

VANCOUVER, BC, June 5, 2025 /CNW/ - H2 Ventures 1 Inc. (TSXV: HO.P) ("H2" or the "Company") is pleased to announce that it has entered into a binding term sheet dated May 30, 2025 (the "Term Sheet") with Magnus Green Solar LLC ("Magnus"), pursuant to which H2 and Magnus (each, a "Party" and collectively, the "Parties") have agreed to enter into a plan of arrangement, merger, amalgamation, share exchange and/or other similar transaction whereby H2 will acquire all of the issued and outstanding shares of Magnus (each, a "Magnus Share" and collectively, the "Magnus Shares")(the "Transaction"). The Transaction is subject to the approval of, inter alios, the TSX Venture Exchange (the "Exchange") and is intended to constitute the Qualifying Transaction (as such term is defined in the policies of the Exchange) of H2 in accordance with Policy 2.4 – Capital Pool Companies of the Exchange ("Policy 2.4") of the Exchange Corporate Finance Manual. The Transaction constitutes an arm's length transaction and therefore, as currently contemplated, will not require shareholder approval under Policy 2.4. However, in the event the Transaction is structured as an amalgamation or a plan of arrangement, shareholder approval may otherwise be required for corporate law reasons. The Parties intend to enter into a definitive agreement in respect of the Transaction (the "Definitive Agreement") on or prior to July 16, 2025 or as mutually agreed to by the Parties. In connection with the Transaction, if required, Magnus may raise up to USD$10,000,000 (the "Financing") on terms to be mutually agreed upon by the Parties. Further details of the proposed Financing, if applicable, will be disclosed in a subsequent press release. The Company, upon completion of the Transaction ("Closing"), is hereinafter referred to as the "Resulting Issuer". The Resulting Issuer is expected to carry on the current business of Magnus. 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. Magnus' highly automated production capabilities, combined with globally recognized certifications—including those from TUV SUD, Intertek, Dekra, and the California Energy Commission—underscore its commitment to product quality, energy efficiency, and environmental sustainability. Magnus serves residential, commercial, and utility-scale markets across high-demand regions such as the United States, the Middle East, and India. The current Control Person (as defined in the policies of the Exchange) of Magnus is Mr. Manan Tailor. Mr. Tailor currently holds all issued and outstanding Magnus Shares and is expected to become an Insider and Control Person (as such terms are defined in the policies of the Exchange) of the Resulting Issuer. 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. As at March 31, 2025, Magnus had a total assets value of CAD$29,274,980.17 (78,246,167 AED) and a total liabilities value of CAD$15,735,381.25 (42,057,527 AED). The foregoing amounts provided for the three-month period ended March 31, 2025 are auditor reviewed in accordance with the International Standards on Review Engagements 2410, Review of interim financial information performed by the Independent Auditor of the Entity. All Canadian dollar figures presented herein are calculated based on the exchange rate for May 30, 2025 of CAD$1.00 = 2.6728 AED. Summary of the Transaction Whereas the Term Sheet sets out the general terms of the Transaction as currently contemplated by the Parties, the Parties will negotiate in good faith to enter into the Definitive Agreement on or before July 16, 2025 or as mutually agreed to by the Parties. 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. The Transaction will be completed pursuant to, and in accordance with, corporate law requirements and available exemptions under applicable securities legislation. The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary consents, waivers, permissions and approvals for the Transaction, including the approval of the Exchange; (ii) each of the Parties completing their respective due diligence of the other Party's business assets and liabilities; (iii) H2 having a minimum of $5,000,000 in treasury, less any fees or expenses incurred prior to Closing; (iv) Magnus having no unapproved debt and all accounts payable being agreed upon by the Parties prior to Closing; (v) H2 having 66,200,000 common shares in the capital of H2 ("Common Shares") issued and outstanding, of which 5,000,000 Common Shares will be subject to applicable escrow requirements in accordance with Exchange policies; (vi) changes to restrictions on Resulting Issuer shares held in escrow being made upon approval of the Board (as defined below); (vii) Magnus providing H2 with audited financial statements as are required for the Qualifying Transaction; (viii) if required, Magnus providing H2 with a formal valuation acceptable to the Exchange; (ix) the Parties working with their respective legal, audit and corporate advisors to agree on a structure related to the existing capital dividend account for the benefit of Magnus shareholders; and * Magnus and H2 agreeing to pursue a name and ticker symbol change following Closing. 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:

Superyacht Video Tour: Mangusta Oceano 44
Superyacht Video Tour: Mangusta Oceano 44

Forbes

time02-04-2025

  • Automotive
  • Forbes

Superyacht Video Tour: Mangusta Oceano 44

Mangusta Oceano 44 underway Mangusta As you'll see in my video tour below, the144-foot-long, Mangusta Oceano 44 I toured at the Ft. Lauderdale International Boat Show last October combines panoramic windows with a sophisticated full-custom interior design the shipyard's design team created together with Gianluca Sist of H2 design studio. Meanwhile, the yacht's steel hull and aluminum superstructure can produce a maximum speed of up to 15.5 knots and her powerful electric stabilizers insure maximum comfort both at anchor and underway. Inside, the view from master stateroom on the upper deck is spectacular. And the private patio is impressive for a yacht of this size. The main saloon is so bright and airy and feels like a wide-open loft with nearly 280-degree water views. The exterior layout is stylish and functional that features a massive sundec and a killer beach club that allows guests easy access to the water. Bellissimo

2025 Cadillac Escalade IQ: The Stunning Electric Return of the Ultimate Luxury SUV
2025 Cadillac Escalade IQ: The Stunning Electric Return of the Ultimate Luxury SUV

Yahoo

time17-03-2025

  • Automotive
  • Yahoo

2025 Cadillac Escalade IQ: The Stunning Electric Return of the Ultimate Luxury SUV

There is hardly a better expression of excess and opulence than the Cadillac Escalade. One could even argue that this 'full-size' SUV needs a new category all of its own. With a history that dates back to 1999, the Escalade has been around the block a few times, but never strayed away from being one of the biggest production cars you can buy. The fifth generation of this behemoth was introduced in 2020, and its next big innovation hit the scene in 2023 as the Escalade IQ, the first electric Escalade ever. Prices start at $129,990 for the base Luxury 1 model and go as high as $150,490 for the Sport 2 with no options. Even if you don't tick any of the boxes, though, the Escalade IQ gives you so much bang for your buck that you likely won't wish you added on more. Let's start with some numbers to give you an idea of how impressive Cadillac's engineering is here. The Escalade IQ is a nearly 9,000-lb beast, just under 3,000 lbs heavier than the Hummer H2, with a length of 224.3 inches (18.69 ft). Unlike the H2, however, that mass does nothing to detract from its sheer performance. In 'Velocity Max' mode, the Escalade IQ boasts 750 hp, 785 lb.-ft. of torque and a 0 to 60 mph time of 4.7 seconds. Drive modes include Tour, Sport, Tow/Haul, Snow/Ice, Off-Road, Terrain, and a customizable "My Mode." They all do what the name says, but "Sport" is likely the one to pair with Velocity Max mode as it tightens steering response, and makes the suspension and engine calibration more responsive. Don't expect Miata-like handling, but it does help with curvy roads. Its 24-module Ultium battery sports a capacity of over 200 kWh and a range of 460 miles on a full charge. On a 350 kW DC fast charger, it can add over 100 miles in 10 minutes. Hell, it can even tow up to 8,000 lbs if you really want your own convoy on the interstate. All-wheel drive is, of course, a standard feature. Cargo space? Up to 119.1 cu. ft. behind the first row, 69.1 cu. ft. behind the second row, or 23.6 cu. ft. behind the third row. It even has a frunk, which Cadillac calls the 'eTrunk' that can accommodate up to 12.2 cu. ft. of cargo. As for how comfy the seven passengers will be, front legroom sits at 45.2 inches, second row legroom at 41.3 inches, and third row legroom at 32.3 inches. It can get a bit cramped for taller folks in the very back, but it's not the worst either. If a regular second row is just not opulent enough, you can also opt for the $9,495 Executive Second Row package, which extends your legroom to 45 inches, includes a snazzy tray table, your own entertainment system, and 14-way power heated and ventilated seats with lumbar massage. If you want to ensure that your third-row passengers don't feel excluded, the Escalade IQL adds four more inches of legroom (36.7 inches vs. 32.3 inches) to the third row and an additional inch of headroom (38.2 inches vs. 37.2 inches). The interior is as luxurious as you'd expect from something of this tax bracket, and feels distinctly on the cutting-edge of technology. Front occupants benefit from a 55' curved pillar-to-pillar touchscreen in crystal clear 8K resolution for the driver and 4K resolution for the passenger. That same passenger can enjoy plenty of infotainment on long journeys, ranging from YouTube to Hulu, to any HDMI-connected source. Rest assured, though, the screen polarizes itself when the car is in motion so the driver won't be distracted by your content. Audio for the passenger screen can only be streamed to headphones, as well. Other audio is blasted through either an AKG 19-speaker audio system for Luxury 1 and Sport 1 models or an AKG 36-speaker audio system on Luxury 2 and Sport 2 models. Even at loud volumes, the AKG system delivers crisp, clean sound with no distortion. It's damn impressive, and both the 19-speaker and 36-speaker models effortlessly fill the cabin with music. It's a personal, mobile concert hall! Unfortunately, Cadillac has not learned from customer complaints and continues to hide certain key functions like HVAC behind a touchscreen. Yes, they are displayed on the center console screen, but the age-old annoyance of having to take your eyes off the road to adjust your temperature or fan speed continues to apply here. While on the topic of the all-too-heavy focus on touchscreens, I have to mention the strange split screen ratios. When I use Google Maps navigation, I like to have my infotainment screen split between that and Spotify so I know what I'm listening to. Rather than have the windows evenly split, like on many other systems, the Escalade IQ instead decides to make both windows uneven squares, thus wasting space on the massive screen and forcing you to look at a smaller map than would have been possible. This likely has to do with GM's decision to forgo Android Auto and Apple CarPlay and instead opt to have Google service built-in. Other than that annoyance, the infotainment system itself is snappy and smooth, with a pleasing minimalistic aesthetic that fits right in. Three of the Escalade IQ's best party tricks are the standard GM Super Cruise, Night Vision for better forward visibility in the dark, and 4-wheel steer with 'Arrival Mode,' which will have you driving at an angle up to the curb at social functions to make sure you're noticed by the populace. Let's talk a bit about that technology. Super Cruise works well, and is a great way to relieve some of the stress in a daily commute as long as it knows what road you're on. Cadillac has also instilled all of the standard safety features we've come to expect from new cars, including Blind Zone Steering Assist, Automatic Emergency Braking, and HD Surround Vision. Even the rearview mirror is connected to the rear camera, ensuring that you can always see a clear image of what's behind you without a headrest or the car's sheer length getting in the way. The Turn Signal Activating Camera is also neat, and definitely helps with blind spots. The Escalade IQ also features self-park, a feature that uses its many cameras to find a parking spot and maneuver itself without the need for any driver input. At least in theory. In practice, we found it to be a different story. We had brought the Escalade to a beachside parking lot by Half Moon Bay, where only four or five cars were parked, leaving the rest of the parking spaces empty. The Escalade did not want to park in any of the dozen empty spaces, instead choosing one right next to a Dodge Ram that had also parked away from everyone else. After a few more minutes of looking like CIA agents rounding the parking lot in our black Escalade, we realized that yes, the system needed another parked car to use as a reference. Even when it did manage to park itself, it not only did so painstakingly slow, but it got so close to the Ram that if I wore an Apple Watch, it would have given me a heart rate warning. When I turned off Escalade IQ's self-driving brain and used my own hands and feet, it was an impressive experience, to say the least. Putting your foot down and getting slammed into your seat by an SUV that's the equivalent of two Hummers is something I don't think I'll ever quite recover from. Don't forget, however, that the Escalade was never meant to be a car you drive, it's a car you get driven in. The real enjoyment of the Escalade comes from being chauffeured in it. Sure, the driver has a lot of power on tap to play with, but the focus here was not on driving engagement. Rather, it was on making sure that whoever is sitting in any other seat forgets about the outside world and is pampered to their heart's content with massaging heated seats and enough infotainment for any road trip. The interior finishes depend on the trim, and it would be nice if Cadillac offered more options and levels of customization. The Luxury 1 and Sport 1 are limited to grayscale leather seats paired with equally dark accents. The Luxury 2 and Sport 2 get more interesting, adding a darker tan looking leather dubbed 'Camelia' with black accents or a dark blue dubbed 'Harbor Blue' with the same black accents. Imagine how stunning it would be to step into an interior fully finished in burgundy, deep green, or even a lighter shade of blue. Even the wood trim, of which there is plenty and is unequivocally gorgeous, is only offered in black. I think a more natural, open-pore shade of wood would look right at home in an Escalade and brighten the cabin at the same time. A lot of the exterior colors are attractive, with Deep Space Metallic (dark blue-ish gray), Black Cherry Tint (sexy burgundy), and Midnight Steel Frost (silvery blue) taking top points. Flare Metallic (silver), Black Raven (black) and Summit White (white) are also available. A wider range of exterior colors would also be welcome and I feel they would really make the Escalade pop. Perhaps a deep green yet again or a tan matching the interior's 'Camelia' leather would further enhance its on-road presence while maintaining the VIP SUV aesthetic. The roof can also be finished in black if a two-tone look is what you're going after. At the end of the day, the Cadillac Escalade IQ does what it was always intended to do. It's a plush, high-tech monster that caters to the elite who want nothing to do with the outside world when they're on the road. And that's fine. These kinds of things do sell like hotcakes. Cadillac reported that its Escalade sales were up 3.5% in 2024, and the model has remained the #1 selling car in its segment since 2014. For the past 26 years, the Cadillac Escalade has been the quintessential luxury SUV for executives, rappers, and anyone with equally deep pockets. The electrified IQ continues that legacy without breaking a sweat, while adding eye-popping power into the equation. If a plush mansion on wheels that could gap some performance cars is what you had on your 2025 bingo card, the Cadillac Escalade IQ delivers on all of that, and then some. View the 20 images of this gallery on the original article

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