Shooting Star Acquisition Corp. Signs Letter of Intent for Qualifying Transaction with Patronus Technologies Inc.

Vancouver, British Columbia — August 5, 2026 — Leads & Copy — Shooting Star Acquisition Corp. (TSXV: SSSS.P), a capital pool company, announced today it has entered into a non-binding letter of intent (LOI) dated July 29, 2026, with Patronus Technologies Inc. (Patronus). The LOI outlines the terms for a proposed arm's length business combination that would see Shooting Star and Patronus merge, with the transaction intended to be Shooting Star's Qualifying Transaction under TSX Venture Exchange (TSXV) Policy 2.4.

Patronus, incorporated in British Columbia on March 29, 2021, is an advanced materials commercialization company. It focuses on identifying, developing, and commercializing technology platforms for the defence, industrial, infrastructure, aerospace, and energy markets. The company aims to build a diversified portfolio of advanced materials, creating value through licensing, strategic partnerships, distribution rights, joint ventures, and sales. Patronus organizes its portfolio around three strategic capability themes: Protection Survivability, Sensing/Communications Intelligence, and Performance in Adverse Conditions.

Shooting Star Acquisition Corp. is a capital pool company formed to seek out and assess commercially viable acquisitions that can generate profits and enhance shareholder value. Until its Qualifying Transaction is finalized, Shooting Star's business activities are limited to identifying and evaluating potential targets.

The Proposed Transaction is expected to be structured as a business combination through amalgamation, arrangement, takeover bid, share purchase, or a similar transaction under British Columbia corporate law. Both companies have agreed to negotiate in good faith toward a definitive agreement and have entered into an exclusivity period that expires on September 17, 2026.

Details regarding the share structure and proposed conversions include: Patronus has an unlimited number of authorized common shares, with 31,859,701 issued and outstanding. Additionally, 3,204,535 Patronus Common Shares are issuable upon exercise of convertible debentures and equity entitlements, 3,358,370 upon exercise of stock options, and 22,222 upon exercise of warrants. Approximately $1,730,165 of debt is also slated for conversion into 5,767,216 Patronus Common Shares prior to closing. Shooting Star has an unlimited number of authorized common shares, with 4,540,000 issued and outstanding, and $201,000 of debt is proposed to be converted into 670,000 Star Shares.

Under the proposed terms, holders of Patronus Common Shares will exchange their shares for Star Shares at an anticipated 1:1 exchange ratio. Outstanding dilutive securities will be exchanged for equivalent replacement securities of Shooting Star. No cash consideration will be paid to Patronus shareholders.

Prior to or concurrently with the closing, Patronus or Shooting Star may complete a private placement to raise a minimum of $4,000,000 in gross proceeds. Further details on the private placement will be released later.

Upon completion of the Proposed Transaction, the board of directors of the resulting issuer will be reconstituted with nominees from Patronus, subject to TSXV and regulatory approval. The resulting issuer is expected to change its name and obtain a new trading symbol, and is anticipated to be listed as a Tier 2 Technology or Industrial Issuer on the TSXV. Proposed directors include Martin Cronin, Victoria Calvert, Mike McGinty, Lori Scotvold, Rick Fichera, and Robin Brodhurst, individuals with extensive experience in diplomacy, entrepreneurship, risk management, finance, technology, and aviation.

Patronus is majority owned by Syniad, a British Columbia-based company, whose control persons include John Davies and Iain Evans. Syniad is expected to remain a control person of the resulting issuer.

The transaction is not expected to be a Non-Arm’s Length Qualifying Transaction, thus shareholder approval from Shooting Star is not anticipated to be required. No finder's fees, commissions, deposits, or advances are payable by either party.

Trading in Shooting Star's shares (Star Shares) has been halted pending TSXV review of the Qualifying Transaction and will remain halted until the exchange's conditions for resumption are met.

Source: Shooting Star Acquisition Corp.