Transaction Overview

Sayward Capital Corp. (TSXV: SAWC.P) and Technosteel Construction (L.L.C.) have entered into a definitive share exchange agreement aimed at a strategic business combination. This agreement marks a significant milestone in the transaction process that commenced with a non-binding letter of intent on June 13, 2024. The deal is expected to result in a reverse takeover of Sayward by Technosteel, with the newly combined entity anticipated to be renamed Technosteel Corp. and designated as a Tier 1 Industrial Issuer on the TSX Venture Exchange, pending regulatory approval.

Details of the Transaction

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

The agreement also includes provisions for the issuance of up to 6,966 additional shares of Technosteel to ARC Group Limited for its advisory services. Additionally, a concurrent private placement will be conducted for up to 30,000 Technosteel shares, aiming to raise gross proceeds of up to US$4,000,200. Participants in this financing will convert their shares into Sayward shares upon closing, under the same terms. The proceeds from this placement will be allocated to enhance Technosteel’s fabrication capabilities, invest in technological advancements, and support general working capital needs.

Moreover, Sayward will pay a finder’s fee of US$470,370 to 2818390 Ontario Corp. at transaction closing, which can be settled in cash or shares. Upon completion, the existing leadership of Sayward is expected to resign, paving the way for a new management team within the resulting issuer.

About Technosteel

Established in 1992, Technosteel Construction (L.L.C.) is a leading engineering and contracting firm based in Dubai specializing in structural steel fabrication and erection. With a workforce exceeding 1,200 employees and a monthly installation capacity of 2,000 tons, Technosteel has successfully undertaken major infrastructure projects across the Middle East, including notable projects like the Princess Tower and the Al Hikma Tower in Dubai, as well as the Abu Dhabi Link Bridge.

The company’s growth trajectory is supported by its advanced CNC-based fabrication facility, adherence to ISO quality standards, and robust in-house engineering capabilities. Its diversified portfolio encompasses industrial, commercial, and architectural projects, having completed over 86 large-scale ventures across various sectors.

Industry Landscape in the UAE

The structural steel industry serves as a critical pillar in the ongoing infrastructure development globally, with the market anticipated to exceed US$177.4 billion by 2032. In the United Arab Emirates (UAE), this sector is poised for substantial growth driven by urbanization, increasing infrastructure investments, and an emphasis on sustainable construction practices. The UAE's strategic initiatives, coupled with significant government spending on infrastructure, present a favorable environment for companies like Technosteel.

Furthermore, the GCC region is witnessing a rapid expansion in construction activity, bolstered by a surge in population and economic diversification efforts. The demand for quality structural steel is expected to rise, with Technosteel well-positioned to leverage these trends due to its strong operational foundation and technological advancements.

With the introduction of more advanced construction technologies and automation, the competitive landscape is shifting towards firms that can deliver high-quality, efficient solutions. Technosteel's commitment to innovation and quality ensures it stands out in the marketplace, enabling it to capitalize on emerging opportunities effectively.

Strategic Rationale Behind the Deal

The rationale behind this transaction emphasizes creating a streamlined entity that can harness the growing demands of the structural steel industry in the GCC and beyond. By merging Sayward's capital-seeking capabilities with Technosteel's operational expertise and market presence, the combined entity aims to achieve accelerated growth and enhanced positioning.

Moreover, the acquisition is expected to facilitate better access to public capital markets, enabling Technosteel to expand its operational capacity, invest in advanced technologies, and pursue larger contracts, thus solidifying its market leadership amidst an evolving industry landscape.

About Sayward

Sayward is a capital pool company, incorporated under Alberta's Business Corporations Act, and is listed under the policies of the TSX Venture Exchange. The company's core mandate revolves around identifying and executing a

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