Vancouver, British Columbia--(Newsfile Corp. - October 1, 2026) - FeralX Systems Inc. ("FeralX" or the "Company") is pleased to announce that it has completed closings of: (a) its previously announced non-brokered private placement (the "Private Placement") of units of FeralX ("FeralX Units") and units ("FinanceCo Units" and, together with the FeralX Units, the "Units"), of 1594507 B.C. Ltd. ("FinanceCo"), (b) its three-cornered amalgamation (the "Amalgamation") with FinanceCo and a newly incorporated subsidiary of FeralX, and (c) the asset acquisition (the "Asset Acquisition") by FinanceCo of certain assets, including, without limitation, machinery, equipment, tooling, and raw materials (collectively, the "Purchased Assets"), as set forth in the asset purchase agreement governing the terms and conditions of the Asset Acquisition (the "Purchase Agreement"), from Black Creek Labs Inc. ("Black Creek Labs").
"This closing brings the production equipment and tooling for our small-arms and drone programs onto our balance sheet," said Rob MacIntyre, President of FeralX. "Canada has made clear it wants more of its defence equipment built by Canadian companies. We have the machinery to do that work, and our focus now turns to completing the listing and putting that capacity to work."
$0.60 Financing
Under the Private Placement, FeralX issued 56,665 FeralX Units and FinanceCo issued 3,875,013 FinanceCo Units, each at a price of C$0.60 per Unit for aggregate gross proceeds of C$2,359,006.80. In total, FeralX has raised an aggregate of $4,409,006.80 under the Private Placement so far. FeralX is expecting subsequent tranche closing(s) of the Private Placement to follow.
Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the applicable issuer at an exercise price of C$1.00 per share for a period of 24 months from the date of issuance.
The majority of the net proceeds of the Private Placement are expected to be used to purchase capital equipment and fund overhead expenses for the next twelve months, including rent and facilities costs, payroll and G&A costs. Any remaining unallocated funds from the Private Placement are expected to be allocated to support the go-forward business and working capital of FeralX.
Certain finder's fees were paid in connection with the Private Placement, consisting of a cash fee equal to 7% of the gross proceeds from persons introduced by the finders, as well as broker warrants ("Broker Warrants") equal to 7% of the Units subscribed for by such subscribers. Each Broker Warrant may be exercised to acquire one common share at C$1.00 for a period of two years.
The securities comprising the FeralX Units are subject to a statutory hold period of four months and one day under applicable Canadian securities laws. FeralX securities issued in exchange for FinanceCo Units under the Amalgamation are not subject to statutory resale restrictions but may be subject to transfer restrictions imposed by the TSX Venture Exchange ("TSXV").
Asset Acquisition
FinanceCo completed the acquisition of the Purchased Assets from Black Creek Labs for aggregate consideration of C$5,244,000, of which C$800,000 has been paid in cash and the balance was satisfied by the issuance of 7,406,666 common shares of FinanceCo at a deemed price of C$0.60 per share to Black Creek Labs and certain of its debtholders. The Purchased Assets were acquired free and clear of all encumbrances and FinanceCo did not assume any liabilities or obligations of Black Creek Labs in connection with the Asset Acquisition. FinanceCo shares were exchanged for common shares of FeralX on a one-for-one basis under the Amalgamation.
The Asset Acquisition is an arm's length transaction as between FinanceCo and Black Creek Labs. FeralX's participation in the Asset Acquisition is not arm's length because as an "Affiliate" of FinanceCo (as such term is defined in the Business Corporations Act (British Columbia)) Rob MacIntyre is an officer of both Black Creek Labs and FeralX. The Asset Acquisition is exempt from the formal valuation requirement of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") under section 5.5(b), as the securities of FeralX are not listed or quoted on a market specified in MI 61-101, and no formal valuation has been obtained. The Asset Acquisition was approved by unanimous consent resolution of the minority shareholders of FeralX in accordance with MI 61-101.
Completion of the Asset Acquisition was required by the TSXV in connection with FeralX's proposed listing of its common shares on the TSXV.
The Purchase Agreement and the related transaction documents are filed under FeralX's issuer profile on SEDAR+ at www.sedarplus.ca.
Amalgamation
Pursuant to the Amalgamation, FeralX, FinanceCo and a newly incorporated subsidiary of FeralX have completed a three-cornered amalgamation under which the outstanding securities of FinanceCo, including the FinanceCo Units issued under the Private Placement and those issued pursuant to the Asset Acquisition, were exchanged for substantially equivalent securities of FeralX.
Upon completion of the Amalgamation, FeralX's board of directors and management have been reconstituted as follows: Rob MacIntyre, Chief Executive Officer and Director; Ira Levy, Chief Financial Officer and Corporate Secretary; Eelke Sijbrandij, Chief Technology Officer; Dennis Veilleux, Director; and Blair Jordan, Director. Further information on each individual is set out in the Company's listing application dated August 31, 2026, which is available under FeralX's issuer profile on SEDAR+ at www.sedarplus.ca.
TSXV Listing Update
While the transactions described herein have been completed, the listing of the common shares of FeralX on the TSXV remains subject to the final approval of the TSXV and the satisfaction of all applicable listing requirements.
About FeralX Systems Inc.
FeralX Systems Inc. is a Canadian-controlled defence manufacturer headquartered in Ontario. The Company designs, builds and delivers weapon systems, autonomous platforms and precision components for government, military and law-enforcement customers, connecting operators, sensors and precision effects into one integrated mission ecosystem. FeralX operates across four lines: Armament, Autonomy, Mission Support and Manufacturing: www.feralx.ca
Noah Note: The MacIntyre companies are slowly comijg together. For those who don't know them, FeralX came out to the scene back in May, closed a seed round funded by BCL and Next Dynamics principals, and signed a letter of intent to buy assets from both companies.
A few weeks later it would snatch on the Canadian IP for Nexts Muskrat UGV before moving on BCL in August. The most notable thing about this move is the connection of all three to Rob MacIntyre, whom many might know as the owner, CEO, and President of BCL (a role he has held since January 2019). He is also the now CEO and Director of FeralX
Next is also majority-owned by BCL, so this is more a consolidation of existing assets under MacIntyre ahead of FeralX heading public. FeralX filed its TSXV listing application back in August and received conditional approval last month.
Next is the interesting one here, and I am not privy to the whole story, but they have had notable financial concerns before all of this took place, late filings, messed numbers. Of course given it's current role as a stepoing stone to get here that isn't too surprising. Nothing of legal concern mind you. Their primary product was Muskrat, and they had plans for a manufacturing facility in Barrie. No idea where that goes and how those plans change.
Overall, it's one man bringing all the valuable assets, IP, etc that he has conenctions eith under a single banner ahead of going public. That isn't unprecedented at all mind you, but I do feel it deserved mentioning in the notes.