Vancouver, British Columbia – TheNewswire - August 5, 2026 – Shooting Star Acquisition Corp. (“Shooting Star” or the “Company”) (TSXV: SSSS.P), a capital pool company, is pleased to announce that it has entered into a non-binding letter of intent dated July 29, 2026 (the “LOI”) with Patronus Technologies Inc. (“Patronus”) that outlines the general terms and conditions of a proposed arm’s length transaction that will result in a business combination of the Company and Patronus (the “Proposed Transaction” or the “QT”). The Proposed Transaction is intended to constitute the Company’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies (“Policy 2.4”) of the TSX Venture Exchange (the “TSXV”).

About Patronus Technologies Inc.

Patronus is an advanced materials commercialization company incorporated under the laws of British Columbia, Canada on March 29, 2021, focused on identifying, developing and commercializing technology platforms that address important capability needs across the defence, industrial, infrastructure, aerospace and energy markets. Patronus is building a diversified portfolio of advanced materials platforms, each selected for technical differentiation, commercial potential and strategic alignment. Depending on the specific technology and market opportunity, Patronus creates value through a combination of licensing, strategic partnerships, distribution rights, joint ventures and sales. Patronus’s portfolio is organized around three strategic capability themes, each addressing a distinct category of customer need:

• Protection Survivability: Protecting people, platforms, infrastructure and mission-critical systems from physical threats, impacts and structural stress. Representative markets include defence modernization, aerospace structures, critical infrastructure and high-risk industrial operations. 

• Sensing, Communications Intelligence: Improving awareness, detection, communications, imaging, electromagnetic performance and machine perception. Representative markets include defence sensing, autonomy, aerospace, industrial inspection and infrastructure monitoring. 

• Performance in Adverse Conditions: Maintaining performance despite friction, wear, contamination, moisture, ice, weather and other challenging operating conditions. Representative markets include industrial equipment, transportation, energy assets, defence operations, marine systems and critical infrastructure. 

Additional information about Patronus, including select financial information, will be provided in a subsequent news release.

About Shooting Star Acquisition Corp.

Shooting Star is a capital pool company created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as permitted under Policy 2.4, until the completion of the Qualifying Transaction, Shooting Star will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a Qualifying Transaction. The Company is listed on the TSXV under the trading symbol “SSSS.P”.

Terms of the Proposed Transaction

Pursuant to the LOI, the Proposed Transaction is expected to be structured as a business combination by way of amalgamation, arrangement, takeover bid, share purchase, or other similar transaction pursuant to the provisions of the Business Corporations Act (British Columbia) or such other applicable corporate statute.

The Company and Patronus have agreed to negotiate in good faith and use commercially reasonable efforts to enter into a formal agreement giving effect to the Proposed Transaction (the “Definitive Agreement”). Pursuant to the LOI, the Company and Patronus have also agreed to a period of exclusivity expiring on September 17, 2026 (the “Exclusivity Termination Date”).

Patronus has an unlimited number of authorized common shares (“Patronus Common Shares”), of which 31,859,701 are currently issued and outstanding, in addition to 3,204,535 Patronus Common Shares issuable upon exercise or conversion of outstanding convertible debentures and equity entitlements (the “Convertibles”), 3,358,370 Patronus Common Shares issuable upon the exercise of outstanding stock options (“Options”), and 22,222 Patronus Common Shares issuable upon the exercise of outstanding common share purchase warrants (“Warrants”, together with the Convertibles and Options, the “Dilutables”). $1,730,165 of debt is also proposed to be converted into 5,767,216 Patronus Common Shares prior to closing of the Proposed Transaction. Shooting Star has an unlimited number of authorized common shares (“Star Shares”), of which 4,540,000 are currently issued and outstanding, and $201,000 of debt is proposed to be converted into 670,000 Star Shares prior to closing of the Proposed Transaction.

In connection with the Proposed Transaction, holders of Patronus Common Shares will exchange their Patronus Common Shares for Star Shares at an expected exchange ratio of 1:1 (the “Exchange Ratio”), and outstanding Dilutables will be exchanged for replacement securities of Shooting Star (“Star Replacement Securities”) on equivalent terms based on the Exchange Ratio. The consideration payable to holders of Patronus Common Shares will consist entirely of Star Shares issued in accordance with the Exchange Ratio, with no cash consideration payable in connection with the Proposed Transaction.

Private Placement

Prior to or concurrent with the closing of the Proposed Transaction, Patronus or Shooting Star may complete a private placement (the “Private Placement”) of offered securities for minimum gross proceeds of $4,000,000. Any offered securities of Patronus issued in connection with the Private Placement, if convertible into securities of Patronus, will be converted into Patronus Common Shares (or such other securities of Patronus as may be agreed among the parties) immediately prior to closing and will thereafter be exchanged for Star Shares or Star Replacement Securities, as applicable, in accordance with the Exchange Ratio upon closing of the Proposed Transaction. Additional details regarding the Private Placement will be provided once determined, in a subsequent news release.

Proposed Directors, Officers and Control Persons

At closing of the Proposed Transaction, the board of directors of the resulting issuer of the Proposed Transaction (the “Resulting Issuer”) will be reconstituted with members nominated by Patronus (the “Board Nominees”), subject to TSXV and applicable regulatory approval, and the Resulting Issuer will change its name to such new name as may be determined by Patronus, subject to TSXV and applicable regulatory requirements, with a new trading symbol to be assigned (the “Name Change”). The Resulting Issuer is expected to be listed as a Tier 2 Technology or Industrial Issuer on the TSXV.

The proposed Board Nominees include the following:

Martin Cronin (Director & Interim Chair). Over 20 years in international diplomacy with the British Government. Following a posting as Consul-General to Western Canada, joined the private sector as CEO/Director of several public and private safety and defence companies, including Patriot One Technologies Inc. (TSX: PAT), before joining Syniad Innovations Inc. (“Syniad”) in 2021.

Victoria Calvert (Independent Director). Professor Emeritus of Entrepreneurship, Mount Royal University. Over three decades advising on venture launch, growth, and harvest. Board service exceeding thirty years, including TSX-listed companies AltaGas Ltd. and Xtract One Technologies Inc.

Mike McGinty (Independent Director). Senior risk manager, UBC; COO of a Vancouver AI/nanosatellite start-up; CEO of a defence/dual-use AI/ML software company from 2022. British Army officer (Sandhurst). Adjunct Professor of Leadership, UBC; reserve Colonel, Canadian Army.

Lori Scotvold (Independent Director). Board director and independent consultant with a 35-year global career in accounting, finance, and business transformation, primarily in the energy sector. CPA (CA); has driven major ERP initiatives and supported billion-dollar M&A activity.

Rick Fichera (CEO & Director). Strategically focused executive with extensive technology and aerospace experience. Senior leader for a large multinational aerospace corporation, leading financial functions for divisions with over $2B in annual revenue. Founding partner in two companies fostering entrepreneur and startup growth. MBA, Seattle University.

Robin Brodhurst (COO & Director). Over 25 years of professional aviation industry management, principally in charter and leasing. Served 10 years with Helios Global Technologies developing worker safety systems, including advanced protective materials. Instrumental in advancing Patronus's commercial and manufacturing progress.

Patronus is majority owned by Syniad, a company incorporated in British Columbia, Canada. The Control Persons (as defined in the policies of the TSXV) of Syniad include John Davies and Iain Evans, both of British Columbia, Canada. Syniad is expected to be a Control Person of the Resulting Issuer.

Arm’s Length Transaction

The Proposed Transaction is not currently anticipated to constitute a “Non-Arm’s Length Qualifying Transaction” as defined in Policy 2.4, and the Company is not currently aware of any direct or indirect beneficial interest of any Non-Arm’s Length Party (as defined in Policy 2.4). As the Proposed Transaction is not currently anticipated to be a Non-Arm’s Length Qualifying Transaction, TSXV approval of the Proposed Transaction by the Company’s shareholders is not currently anticipated to be required.

There are no proposed finder’s fees, commissions, deposits or advances payable by either party in connection with the Proposed Transaction.

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

Escrow

A portion of the Resulting Issuer shares issued in connection with the Proposed Transaction will be subject to escrow in accordance with the policies of the TSXV. The escrowed Resulting Issuer shares will be released over time as determined by the TSXV.

Trading in Star Shares

Trading in Star Shares has been halted in compliance with the policies of the TSXV. Trading will remain halted pending the review of the QT by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is possible that trading in the Star Shares will not resume prior to the closing of the QT.

Additional Information

All information contained in this news release with respect to Patronus was supplied by Patronus, and Shooting Star and its directors and officers have relied on Patronus for such information. Shooting Star and Patronus plan to issue additional news releases in accordance with the policies of the TSXV providing further details in respect of the Proposed Transaction, including summary financial information of Patronus, and other material information as it becomes available.

Disclosure Pursuant to Policy 2.4

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to TSXV 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

In connection with the QT, the Company will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

For further information, please contact:

Geoff Balderson

Shooting Star Acquisition Corp.

Chief Executive Officer, Chief Financial Officer, and Secretary

Telephone: 604-602-0001

Email: gb@corporateminds.ca

Rick Fichera

Patronus Technologies Inc.

Chief Executive Officer

Telephone: 206-375-5488

Email: rick.fichera@patronus.tech

ON BEHALF OF THE BOARD OF DIRECTORS

“Geoff Balderson”

 

Geoff Balderson

President, CEO and Director

Neither the 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.

Forward-Looking Statements

This news release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Shooting Star and Patronus with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) expectations regarding the Proposed Transaction including, but not limited to, the anticipated structure, timing and terms of the Proposed Transaction and the Definitive Agreement; (b) the expected exchange ratio, share capital and securities to be issued in connection with the Proposed Transaction; (c) the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals, and the anticipated arm’s length characterization of the Proposed Transaction; (d) the proposed Name Change and the anticipated size and composition of the Resulting Issuer’s board of directors following the QT; (e) the terms of the Private Placement, including the size and timing associated with completing such financing; (f) the business plans and expectations of Patronus; (g) trading in Star Shares and when such trading will resume, if at all; (h) the anticipated timing of the release of Resulting Issuer shares from escrow; and (i) the issuance of and timing associated with issuing a further comprehensive news release or news releases.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, shareholder and third party approvals and satisfy the other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; that the parties will have completed satisfactory due diligence and enter into the Definitive Agreement within the expected timeframe; that the Proposed Transaction will be structured and completed on the terms currently anticipated; that Patronus or Shooting Star will be able to complete the Private Placement on the terms and conditions and within the timeframe expected; that the parties will be able to negotiate the Definitive Agreement as soon as practicable and in any event prior to the Exclusivity Termination Date of September 17, 2026; that the Definitive Agreement will not be terminated prior to the closing of the QT; that the QT will be completed in accordance with the terms and conditions of the Definitive Agreement and within the timeframe expected; that no unanticipated events will occur that will delay or prevent the completion of the QT; and that there will be no adverse changes in applicable regulations or TSXV policies that impact the Proposed Transaction.

Additionally, forward-looking statements involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Shooting Star, Patronus or the resulting issuer to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (A) there can be no assurance that Shooting Star and Patronus will enter into the Definitive Agreement by the Exclusivity Termination Date, or at all; (B) the terms of the Proposed Transaction, including the structure and exchange ratio, may change as a result of negotiations or other factors; (C) there can be no assurance that due diligence by either party will prove satisfactory; (D) there can be no assurances that required board, shareholder, TSXV and regulatory approvals will be obtained; (E) either party may experience a material adverse change prior to closing; (F) the parties may not complete the Private Placement for the minimum gross proceeds of $4,000,000 or at all; (G) the Board Nominees may not be approved by regulatory authorities or may decline to serve; (H) changes in general economic, business and political conditions, including changes in the financial markets; (I) changes in applicable laws and regulations both locally and in foreign jurisdictions; (J) compliance with extensive government regulation and the costs associated with compliance; (K) unanticipated costs; and (L) the diversion of management time on the QT. These forward-looking statements may be affected by risks and uncertainties in the business of Shooting Star and Patronus and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Shooting Star and Patronus have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Shooting Star and Patronus do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Such forward-looking statements represent the best judgment of the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Neither Shooting Star, nor Patronus, nor any of their representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither Shooting Star, nor Patronus, nor any of their representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this news release by you or any of your representatives or for omissions from the information in this news release.

 

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