AISIX Solutions Inc. and Re: Drying Equipment Inc. Announce Update to Proposed Reverse Takeover Transaction

Current AISIX holders would own approximately 49% before financing, debt-settlement and milestone share issuances.

Rhea-AI Summary

AISIX Solutions (AISXF) updated its proposed reverse takeover with Re: Drying Equipment, which operates as Lemarg Restoration.

The proposed three-cornered amalgamation would leave Lemarg as a wholly owned subsidiary; AISIX intends to become Lemarg Group and carry on Lemarg's business. Current Lemarg and AISIX holders would own approximately 51% and 49%, respectively, excluding financing, debt-settlement and milestone shares. Lemarg plans subscription-receipt financing of $1.5 million to $2 million at $0.27 each. Other planned issuances include up to 8,529,376 milestone shares, approximately 1,682,925 shares to settle $454,390 of debt, and 3,000,000 options exercisable at $0.27. Completion requires minimum financing, shareholder and regulatory approvals, a ten-for-one share consolidation and the name change. The resulting issuer expects Tier 2 Industrial Issuer listing status.

3 points · 1 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 9 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Lemarg's planned financing targets $1.5 million to $2 million in gross proceeds before transaction completion. 70% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.AISIX plans to settle $454,390 of debt, including accrued interest through June 30, 2026, with shares. 21% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.AISIX and Lemarg intend to combine wildfire risk intelligence and restoration services for insurers and property owners.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Current AISIX holders would own approximately 49%, excluding financing, debt-settlement and milestone shares.
• Major point. Forward-looking: it has not happened yet and may not happen.Planned financing issues up to 7,407,407 subscription receipts at $0.27, each ultimately converting into one resulting-issuer share.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Milestone consideration adds up to 8,529,376 shares for Lemarg holders upon completion of specified milestones.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Debt settlement with chairman-controlled 1821 Capital would issue approximately 1,682,925 shares at $0.27.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned grants add 3,000,000 options at $0.27 for directors, officers and consultants, expiring five years after completion.

4 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Eligible finders may receive a 7% cash fee on the financing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Finder warrants may equal 7% of subscription receipts sold, exercisable at $0.27 for twenty-four months after transaction closing.
• Minor pointCompletion remains conditional on minimum financing, shareholder approvals and Exchange approval, alongside other transaction requirements.
• Minor pointFinancing proceeds remain in escrow pending transaction conditions, required approvals and conditional TSX Venture Exchange listing approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Vancouver, British Columbia--(Newsfile Corp. - November 4, 2026) - AISIX Solutions Inc. (TSXV: AISX) ("AISIX"), a wildfire risk assessment and analytics solutions provider, and Re: Drying Equipment Inc. (dba Lemarg Restoration) ("Drying" or "Lemarg"), a Canadian insurance-focused restoration and property claims services company, would like to announce further updated details on the previously announced business combination with Lemarg pursuant to the terms disclosed in the press release of the AISIX dated June 11, 2026 (the "Proposed Transaction"). The Resulting Issuer (as defined below) expects to list as a Tier 2 Industrial Issuer following completion of the Proposed Transaction. AISIX will change its name to "Lemarg Group Inc.", or such other name as approved by Lemarg and will carry on the business of Lemarg (the "Resulting Issuer").

It is expected that the Proposed Transaction will be structured as a three-cornered amalgamation in which Lemarg will amalgamate with a newly incorporated, wholly-owned subsidiary of AISIX, to be formed solely for the purpose of facilitating the Proposed Transaction. The amalgamated company will be a wholly-owned subsidiary of AISIX (renamed to Lemarg Corp. or such other name as acceptable to Lemarg).

Following completion of the amalgamation pursuant to the terms of the amalgamation agreement entered into between Lemarg and AISIX on June 11, 2026 (the "Amalgamation Agreement"), the current holders of Lemarg common shares (not including future shareholders as a result of the Financing (as defined below) and Resulting Issuer common shares issued pursuant to the 1821 Debt Settlement and Milestone Shares (as defined below) will hold approximately 51% of the Resulting Issuer common shares and the current holders of the AISIX common shares will hold approximately 49% of the Resulting Issuer common shares. Further, pursuant to the terms of the Amalgamation Agreement the Resulting Issuer will issue up to 8,529,376 Resulting Issuer common shares (the "Milestone Shares") to the Lemarg shareholders upon completion of certain milestones as provided for in the Amalgamation Agreement.

The Amalgamation Agreement was negotiated at arm's length. A copy of the Amalgamation Agreement is available under AISIX's profile on SEDAR+ at www.sedarplus.ca.

AISIX and Lemarg would like to provide the following updated information as it relates to the Proposed Transaction:

Financing

Prior to completion of the Proposed Transaction, Lemarg intends to complete a non-brokered private placement, on a post-Consolidation basis, of up to 7,407,407 subscription receipts (each a "Subscription Receipt") at a price of $0.27 per Subscription Receipt for minimum gross proceeds of $1.5 million and maximum gross proceeds of $2 million (the "Financing"), which funds shall be placed in escrow pending the satisfaction of certain conditions (the "Escrow Release Conditions"). The Subscription Receipts will convert into common shares of Lemarg (the "Lemarg Shares") or Resulting Issuer Shares for no additional consideration following the satisfaction of certain release conditions. Each Subscription Receipt will convert into, immediately prior to the effective time of the closing of the Proposed Transaction, upon satisfaction of the Escrow Release Conditions, one Lemarg Share which will be then immediately exchanged for one Resulting Issuer common share pursuant to the terms of the Proposed Transaction. Completion of the Financing is a condition of the completion of the Proposed Transaction.

Each Subscription Receipt will automatically convert on the satisfaction or waiver of all of the following Escrow Release Conditions: (i) the completion, satisfaction or waiver of the conditions precedent to the Proposed Transaction, and the written confirmation thereof from each of AISIX and Lemarg; (ii) the receipt of all shareholder and regulatory approvals required for the Proposed Transaction; and (iii) the Resulting Issuer common shares being conditionally approved for listing on the TSX Venture Exchange.

Lemarg may pay certain eligible finders a cash fee of 7% (the "Finder Fee") and issue finder warrants equal to 7% of the Subscription Receipts sold in the Financing (a "Finder Warrant"). Each Finder Warrant will entitle the holder thereof to acquire a Resulting Issuer Share at a price of $0.27 per share for a period of twenty-four months following closing of the Proposed Transaction. Fifty percent (50%) of the Finder Fee will be payable on closing of the Financing and the remaining fifty percent (50%) will be payable upon satisfaction of the Escrow Release Conditions. In the event the Escrow Release Conditions are not satisfied by the termination date pursuant to the terms of the Proposed Transaction, the Finder Warrants will immediately expire and be of no force or effect without any obligation of Lemarg. It is anticipated that no Non-Arm's Length Parties of Lemarg or AISIX will receive any Finder Fees or Finder Warrants.

It is intended that the Subscription Receipts will be issued under a subscription receipt agreement (the "Subscription Receipt Agreement") by and among Lemarg, AISIX and TSX Trust Company or such other subscription receipt agent as may be mutually appointed by Lemarg and AISIX.

AISIX intends to settle $454,390 debt outstanding (which includes accrued interest up to June 30, 2026) with 1821 Capital Corp., a company owned and controlled by Mihalis Belantis, the current Chairman and director of AISIX, through the issuance of approximately 1,682,925 Resulting Issuer Shares at a settlement price of $0.27 per share (the "1821 Debt Settlement").

Further, it is anticipated that the Resulting Issuer will issue 3,000,000 options expiring five years from the completion of the Proposed Transaction to certain directors, officers and consultants of the Resulting Issuer, each stock option exercisable for one Resulting Issuer common share at an exercise price of $0.27.

About Lemarg Restoration

Lemarg Restoration is a Canadian insurance-focused property restoration and emergency response company. Built on more than 15 years of industry experience, Lemarg provides restoration, remediation, reconstruction and related services to insurers, insurance adjusters, property owners, contractors and commercial clients.

Lemarg's service offering includes:

• 24/7 emergency response and dispatch services;
• flood and water damage recovery, fire restoration and trauma scene cleanup;
• mold remediation, odour treatment and air decontamination services;
• contents handling, loss mitigation and full reconstruction services;
• rental of drying and restoration equipment, including dehumidifiers, air movers and commercial air scrubbers;
• commercial building services, including electrical, mechanical and critical maintenance services; and
• design-build services for residential and commercial reconstruction projects.

Lemarg has developed preferred vendor relationships and an established service network across Canada. The company's combination of emergency response capabilities, restoration expertise, claims-related experience, reconstruction services and operational infrastructure provides a platform from which Lemarg intends to expand its geographic reach and grow its presence within the Canadian insurance restoration market.

AISIX and Lemarg intend to combine AISIX's pre-loss wildfire risk intelligence with Lemarg's post-loss restoration and remediation services, positioning the Resulting Issuer to serve insurers and property owners across the full property-loss lifecycle.

"Lemarg has spent more than 15 years building the operational expertise, relationships and service capabilities required to respond effectively when our customers need us most," said Russell Elensky, President of Lemarg. "We believe this transaction represents an important next step in Lemarg's evolution and provides us with a platform to expand our capabilities, broaden our geographic reach and pursue growth opportunities across Canada. Our focus remains on delivering reliable, high-quality restoration and emergency response services while continuing to build a scalable national organization."

Name Change

In connection with completion of the Proposed Transaction, AISIX intends to change its corporate name to "Lemarg Group Inc.", subject to completion of the applicable name reservation process, receipt of all required corporate approvals and acceptance by the Exchange (the "Name Change").

Conditions to Completion of the Proposed Transaction

Completion of the Proposed Transaction remains subject to a number of conditions, including, without limitation:

• completion by Lemarg of the minimum Financing;
• receipt of all required shareholder approvals, including approval by AISIX shareholders under Exchange policies and applicable laws, and approval by the shareholders of Lemarg;
• receipt of all required regulatory approvals, including approval of the Exchange;
• preparation and approval of the applicable management information circular or filing statement in accordance with Exchange policies;
• completion of the consolidation of the AISIX common shares on a ten for one basis and completion of the Name Change;
• execution and delivery of any escrow agreements required by the Exchange; and
• satisfaction or waiver of all other conditions contained in the Amalgamation Agreement.

About AISIX Solutions Inc.

AISIX Solutions Inc. is a wildfire risk and data-analytics solutions provider trusted by organizations seeking a more predictive future. Leveraging advancements in data analytics and risk assessment, AISIX Solutions Inc. provides auditable, explainable and defensible assessments to help businesses and communities protect property, assets and infrastructure from wildfire-related risks. By empowering organizations with wildfire risk insights, AISIX Solutions Inc. aims to foster resilience and sustainability in the face of climate change

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Proposed Transaction, expected terms of the Proposed Transaction, the number of securities of AISIX that may be issued in connection with the Proposed Transaction, the ownership ratio of AISIX shareholders post-closing, and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Proposed Transaction will occur or that, if the Proposed Transaction does occur, it will be completed on the terms described above. AISIX and Lemarg assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Cautionary Statements

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, disinterested 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 AISIX 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.

Neither 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.

For further information, please contact:

Dr. Gio Roberti, Chief Executive Officer
+1 (604) 620-1051
investors@aisix.ca

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322608

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What would AISIX shareholders own after the proposed Lemarg reverse takeover?

Current AISIX shareholders would hold approximately 49% of the resulting issuer, while current Lemarg shareholders would hold approximately 51%. Those percentages exclude shares associated with the financing, the 1821 debt settlement and milestone consideration.

How much financing does Lemarg plan for the AISIX reverse takeover?

Lemarg intends to raise minimum gross proceeds of $1.5 million and maximum gross proceeds of $2 million through subscription receipts priced at $0.27 each on a post-consolidation basis. Each receipt would ultimately exchange into one resulting-issuer common share after the escrow release conditions are satisfied.

When would finder fees be paid for the AISIX-Lemarg financing?

Half of the potential 7% cash finder fee would be payable at financing closing, with the remaining half payable upon satisfaction of the escrow release conditions. Finder warrants would expire without obligation to Lemarg if those conditions are not satisfied by the transaction's termination date.