(TheNewswire)

Vancouver, BC, Canada – TheNewswire - July 21, 2025 - Minaean SP Construction Corp. (TSX Venture Exchange: MSP; Berlin and Frankfurt Stock Exchanges: NJA) (“Minaean” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI”) dated as of July 15, 2025 respecting the proposed acquisition by Minaean of InMotion Energy Corp. (“InMotion”) (the “Transaction”). Under the LOI, Minaean and InMotion have agreed to work diligently to draft, negotiate and execute a definitive agreement (the “Definitive Agreement”) respecting the Transaction, which will supersede the LOI.

The Transaction will be a “Change of Business” and “Reverse Takeover” for Minaean under Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the “Exchange”). The Transaction is an “Arm’s Length Transaction” and will not constitute a transaction with any “Non-Arm’s Length Party” of Minaean (as such terms are defined by the Exchange).

Trading of the common shares of Minaean will remain halted in connection with the dissemination of this news release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 5.2. Further details respecting the proposed Transaction will follow in future news releases.

The Transaction

The LOI indicates that the Company will acquire all issued and outstanding securities of InMotion (the “InMotion Shares”) from the security holders (the “Vendors”) of InMotion, free and clear of all encumbrances, and upon closing of the Transaction InMotion will become a wholly- owned subsidiary of Minaean. The Transaction is expected to occur by way of an arrangement, three-cornered amalgamation, share exchange or other similar structure, having regard to relevant tax, securities and corporate law advice of the parties. In consideration for the acquisition of the InMotion Shares, Minaean will issue to the Vendors, on a pro-rata basis in accordance with their percentage ownership in InMotion, an aggregate of 65,000,000 Minaean common shares (each, a “Minaean Share”).

In connection with the Transaction, Minaean will conduct a 5:1 share consolidation of issued and outstanding Minaean Shares (the “Minaean Share Consolidation”), and any shares issued to InMotion shareholders under the Transaction will be on a post-consolidation basis. In addition, following the Minaean Share Consolidation but prior to closing the Transaction, Minaean will complete an equity financing having gross proceeds of no less than $2,000,000 and no more than $3,000,000 through the issuance of Minaean Shares (or units comprising Minaean Shares and warrants) to participating investors at a price of $0.30 per offered Minaean security (the “Minaean Private Placement”). Minaean may pay finder’s fees or commissions in connection with the Minaean Private Placement. On closing of the Transaction, the resulting issuer (the “Resulting Issuer”) will have approximately 95.9 million common shares issued and outstanding assuming the completion of an equity financing of $2,000,000 and approximately 99.3 million common shares outstanding assuming completion of an equity financing of $3,000,000.

In connection with the Transaction, Minaean has agreed to loan InMotion $250,000, to be used by InMotion for working capital. Pursuant to a promissory note (the “Note”) dated as of July 18, 2025, Minaean has loaned $25,000 to InMotion as an unsecured loan (the “Unsecured Loan”). The Unsecured Loan bears interest at a rate of five percent (5%) per annum, provided that if an event of default under the Note occurs then the Unsecured Loan will instead bear interest at seven percent (7%) per annum thereafter. The Unsecured Loan is repayable by InMotion on July 18, 2026, provided that InMotion has the r ight to prepay the Unsecured Loan, without premium or penalty, in whole or in part at any time.

The LOI contemplates Minaean lending an aggregate of $250,000 (the “Secured Loan”) to InMotion as a loan secured against all present and after-acquired property of InMotion. The Secured Loan will accrue interest at five percent (5%) per annum. InMotion will have the right to repay the Secured Loan and any interest payable thereon at any time. The Secured Loan will mature three years following the date the loan is advanced, and any unpaid amount after the maturity date will be converted into InMotion shares based on a $5,000,000 pre-money valuation of InMotion. When the Secured Loan is completed, $25,000 of the loan amount will be used to repay the Unsecured Loan and the remaining $225,000 will be used by InMotion for working capital.  The Secured Loan is subject to Exchange approval.

On closing of the Transaction, Resulting Issuer will be an “Industrial” issuer on the Exchange. The Resulting Issuer will be renamed “InMotion Energy Inc.” or a similar name mutually acceptable to Minaean and InMotion.

On closing of the Transaction, the Resulting Issuer is expected to appoint Andrew Moeck to the board of directors. The Company will provide information respecting the other proposed directors and officers of the Resulting Issuer in due course.

Closing of the Transaction will be subject to a number of conditions, including completion of the Minaean Share Consolidation, completion of the Minaean Private Placement and approval of the Exchange.

The Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange. However, it is anticipated that Minaean shareholder approval of the Transaction will be required pursuant to Policy 5.2 of the Exchange.

Sponsorship of the Transaction may be required by the Exchange unless a waiver is granted by the Exchange. Minaean intends to apply for a waiver of sponsorship; however, there can be no guarantee that a waiver will be granted.

About InMotion

InMotion Energy Corp. incorporated under the Business Corporations Act (British Columbia) on June 30, 2025, InMotion conducts its business in the United States through its wholly-owned subsidiary, Deecell Inc. (“Deecell”), a Wyoming corporation incorporated on September 16, 2024.

Deecell has designed and developed a proprietary, groundbreaking solar-power system engineered for long and short-haul transportation fleets, including haulers, and sleeper cabs. The Deecell “Solar Power Unit” (“SPU”) offers clean, quiet, and reliable power, transforming mobile energy solutions for life on the road. The Deecell SPU increases fuel efficiency with a smarter solar solution by providing a sustainable alternative to traditional emission-heavy generators by combining advanced solar technology with a compact, lightweight design, offering continuous power for critical systems without the need for fuel or frequent maintenance. Developed to dramatically reduce non-drive-time idle, the Deecell SPU is currently available in three powerful configurations: a 10kW system ideal for most haulers and moderate power needs; a 15kW suitable for larger rigs with multiple A/C units or heavier electrical loads; and a dedicated sleeper cab system designed to deliver 120V AC Power 24/7 without idling.

For more information, please visit www.deecell.com

None of InMotion, Deecell, or any of the shareholders of InMotion hold any shares of Minaean.

About Minaean SP Construction Corp.

Minaean SP Construction Corp. is a company well known for its pioneering efforts in the manufacture of light gauge steel components for the construction industry and modular metal buildings. The business strategy of the company is being expanded to the pursuit of other industrial opportunities, including the development and execution of solar-power projects.

The shares of Minaean SP Construction Corp. are publicly traded on the TSX Venture Exchange under the symbol “MSP” and on the Berlin and Frankfurt Stock Exchanges under the symbol “NJA”. For more information, please visit www.minaean.com .

On behalf of the Board of Directors
MINAEAN SP CONSTRUCTION CORP.

Mervyn Pinto
President & Director
Phone: +1 (604) 684-2181
Email: info@minaean.com

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, 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 Minaean 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 news release.

Forward Looking Information

This news release contains “forward-looking statements” within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as “may”, “will”, “expect”, “believe”, “intends”, “likely”, or other words of similar effect may indicate a “forward-looking” statement. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the Company’s publicly filed documents (available on SEDAR+ at www.sedarplus.ca ). Many of these risks and uncertainties can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statement made by the Company or on its behalf. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this news release are qualified by these cautionary statements. These statements are made as of the date of this news release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The Company does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by the Company or on the Company’s behalf, except as required by applicable law.

Neither TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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