Toronto, Ontario. September 26, 2025 – TheNewswire - Seven Oaks Capital Corp. (TSXV: SEVN.P) (the "Company" or Seven Oaks) a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it entered into a non-binding letter of intent on September 25, 2025 with a Romanian based producer of luxury apparel (the “Target”), for some of the top fashion houses in Europe, which is expected to constitute the "Qualifying Transaction" (as such term is defined in policies of the TSX-V) of Seven Oaks (the "Proposed Transaction").  The Proposed Transaction is an arm's length transaction in accordance with the policies of the Exchange and is not subject to the approval of the shareholders of Seven Oaks, except as required by applicable corporate law.

 

The acquisition of the Company sets the foundation for Seven Oaks to consolidate a fragmented luxury apparel and accessory sector, creating a diversified fashion conglomerate operating across design and development, production, retail, brands, and geographies such as Europe, North America, and Asia.

 

“This is a seminal moment in Seven Oaks’ strategy to amalgamate well-established and cash-flowing apparel and accessory companies facing succession challenges,” said Grant McLeod, CEO. “Our thoughtful approach to acquisitions reflects our commitment to optimizing operational synergies, and long-term value creation, with complimentary acquisitions,” he said.

 

Seven Oaks intends to complete one or more brokered and/or non-brokered private placements of subscription receipts (“Subscription Receipts”), convertible into Resulting Issuer Shares (the “Concurrent Financing”). Concurrently 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 either Resulting Issuer Shares.

 

The Proposed Transaction is expected to close by March 31, 2026. The completion of the Proposed Transaction will be subject to the entry into of a proposed definitive agreement (“Proposed Definitive Agreement”) as well as a number of terms and conditions to be set forth in the Proposed Definitive Agreement, including, among other things (i) there being no material adverse change in respect of the business of the Company; (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing; and (iii) such other customary conditions of closing for a transaction in the nature of the Proposed Transaction.

 

Upon completion, the acquired companies will operate under as wholly owned subsidiaries of Seven Oaks, while retaining key leadership to facilitate continuity and transition.

 

The full terms of the Concurrent Financing and the Qualifying Transaction will be provided in a future press release or press releases that will include all the required disclosure pursuant to Policy 2.4, section 11.2 to be considered a "comprehensive press release". Trading in the common shares of Seven Oaks is currently halted in accordance with the policies of the TSX-V and will remain halted until such time as until the closing of the Qualifying Transaction or as Seven Oaks may seek resumption of trading pursuant to Policy 2.4.

 

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About Seven Oaks Capital Corp.

Seven Oaks Capital Corp. is a Capital Pool Company listed on the TSX Venture Exchange (TSXV: SEVN.P) dedicated to identifying, evaluating and negotiating a Qualifying Transaction.  Seven Oaks is steadfast in its commitment to corporate governance frameworks with strong decision-making accountability and transparency. Seven Oaks is focused on acquiring growth stage companies with a clear history of revenue growth with ability to scale.

CONTACT        Seven Oaks Capital Corp.        Grant McLeod        Chair & CEO        416.910.3401 gmcleod@seven-oaks.ca www.sevenoakscapitalcorp.ca

 

Cautionary Notes

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Seven Oaks’ 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.

Completion of the Proposed Transaction is subject to several conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 Transaction and has neither approved nor disapproved the contents of this press release.

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 Seven Oaks’ 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 Transaction (including all required approvals), including the Exchange Ratio, the Concurrent Financing, the business plans of the Resulting Issuer, the anticipated completion of the Transaction, the proposed directors and officers of the Resulting Issuer, the completion of the Name Change, statements related to sponsorship under the policies of the Exchange; 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 hereto will obtain the requisite director, shareholder, regulatory and Exchange approvals for the Transaction; (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 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 Seven Oaks 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. Seven Oaks undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.