We are pleased to announce that Sayward Capital Corp. (TSXV: SAWC.P) (“Sayward” or the “Company”) and Technosteel Construction (L.L.C.) (“Technosteel”) have executed a definitive share exchange agreement (the “Definitive Agreement”) for a proposed business combination. This marks a significant milestone in the transaction process first initiated through the non-binding letter of intent dated June 13, 2024. The transaction is expected to result in a reverse takeover of Sayward by Technosteel and its shareholders, positioning the combined entity—anticipated to be renamed Technosteel Corp.—as a Tier 1 Industrial Issuer on the TSX Venture Exchange (TSXV), subject to regulatory approval.

About the Transaction

Pursuant to the terms of the Definitive Agreement, Sayward will issue 711.11111 common shares in exchange for each outstanding share of Technosteel, resulting in a deemed transaction price of US$0.1875 per Sayward share. The business combination will see Technosteel’s shareholders assume control of the resulting issuer, with no planned share consolidations on either side.

The transaction includes the issuance of up to 6,966 additional Technosteel shares to Alarar Capital Group Limited (“ARC”) for its strategic advisory role, and a concurrent private placement of up to 30,000 Technosteel shares to raise gross proceeds of up to US$4,000,200. Subscribers in the financing will, upon closing, exchange their shares into Sayward shares under the same terms. The proceeds will be used to expand Technosteel’s fabrication capacity, invest in technological automation, and fund general working capital.

Sayward will pay a finder’s fee of US$470,370 to 2818390 Ontario Corp. at closing, payable in cash or Sayward shares. Upon completion, Sayward’s existing directors and officers are expected to resign, with a new leadership team assuming roles within the Resulting Issuer.

About Technosteel

Technosteel Construction (L.L.C.), founded in 1992, is a Dubai-based engineering and contracting company specializing in structural steel fabrication and erection. With over 1,200 employees and a monthly installation capacity of 2,000 tons, the company has delivered high-profile infrastructure projects across the Middle East, including the Princess Tower and Al Hikma Tower in Dubai and the Abu Dhabi Link Bridge.

Technosteel’s growth is underpinned by its advanced CNC-based fabrication facility, ISO-compliant quality standards, and in-house engineering capabilities. Its diversified portfolio spans industrial, commercial, and architectural steel works, and its track record includes more than 86 large-scale projects across sectors.

About Sayward

Sayward is a capital pool company under the policies of the TSX Venture Exchange, incorporated under the Business Corporations Act (Alberta). The Company’s mandate is to identify and complete a “Qualifying Transaction” under TSXV Policy 2.4. Sayward has not commenced operations and holds no assets other than cash.

The structural steel industry continues to be a backbone of global infrastructure growth, with the global market expected to surpass US$177.4 billion by 2032. Technosteel is well-positioned to capitalize on growing demand driven by rapid urbanization, infrastructure investment, and sustainability trends, particularly in the UAE and broader GCC region. The Resulting Issuer will operate at the intersection of robust industrial capabilities and strategic public capital access, enabling accelerated growth and market expansion.

Next Steps

Completion of the proposed transaction remains subject to customary conditions, including TSXV approval, completion of the private placement, shareholder approvals for matters such as the name change and board appointments, and other closing deliverables. Subject to the satisfaction of these conditions, the transaction is expected to close by May 31, 2025.

Further updates, including additional financial information and shareholding structure details, will be disclosed in subsequent press releases and in Sayward’s prospectus or management information circular to be filed on SEDAR+.

Advisors

Alarar Capital Group is acting as financial advisor to Technosteel Construction (L.L.C.), providing strategic guidance and execution support for the transaction.

About Alarar Capital Group

Alarar Capital Group is a globally based investment bank and management consultancy firm, specializing in bridging Asia and the West. Our services encompass a full spectrum of financial solutions, including IPOs, M&A, financing, venture capital, and SPACs. Alarar Capital Group also includes an independent consulting division dedicated to addressing the unique challenges faced by companies operating across both Asian and Western markets. Headquartered in Hong Kong, with offices across Mainland China, the USA, Malaysia, Indonesia, Vietnam, India, Sweden, and the UAE, we are well-positioned to provide cross-border financial and advisory services.

Our commitment to anticipating market trends and delivering client-centered solutions has earned Alarar Capital Group the Frost & Sullivan 2024 Company of the Year Award in the Asian mid-market investment advisory sector.

For more information or any questions, please contact:

Andrew Bell
Director
[email protected]

For media inquiries, please contact:

Anna Sahlberg Carlsson
Marketing Manager
[email protected]