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.VN) ("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.