H2 Ventures 1 Inc. to Combine with Bon Intelligence Inc. in Qualifying Transaction
Vancouver, British Columbia — June 16, 2026 — Leads & Copy — H2 Ventures 1 Inc. (TSXV: HO.P) announced today it has entered into a non-binding letter of intent (LOI) dated June 9, 2026, to combine with Bon Intelligence Inc. (Bon) in a transaction that will serve as H2’s Qualifying Transaction, subject to TSXV approval. The deal is an arm’s length transaction.
Bon Intelligence Inc., incorporated on June 19, 2024, is a commerce intelligence company operating at the intersection of artificial intelligence, retail technology, and in-store media. Originally founded in the Netherlands as Idea Field BV and expanded into Turkey as Ideafield Teknoloji A.Ş., Bon has supplied AI-powered camera analytics, software, installation, and maintenance services to major Turkish telecommunications and retail partners, including Türk Telekom Group and Vodafone Net, since September 1, 2020. The company has since evolved into a full retail systems integrator, adding in-store media hardware, loss prevention solutions, and RFID tags.
Headquartered in Vancouver, Canada, Bon also has a regional hub in Istanbul, Turkey, and a U.S. office in New York. Its flagship platform, Bon Edge, is a five-phase retail intelligence system deployed in over 1,800 retail locations across more than 50 clients. Bon Edge offers demand forecasting, inventory optimization, camera AI analytics, in-store media management, loss prevention, and RFID tracking, integrating these features into a single operating layer to enable retailers to act on real-time data without significant hardware investment. Bon focuses on AI-driven solutions to reduce shrinkage, optimize operations, and generate new revenue streams.
The company has established a partner ecosystem including Türk Telekom Group, Vodafone Net, KoçSistem/Pixage, Teknoser, Telaid Industries (North America), TRUSTTAG, and Tenex Labs LLC.
In connection with the Transaction, H2 and Bon will issue a subsequent news release detailing further information required by Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual.
Trading of H2’s common shares has been halted by the TSXV and will remain halted until all required documentation for the Transaction is filed and accepted, and permission to resume trading is granted. Resumption of trading is unlikely before the Transaction closes.
Prior to executing a definitive agreement, Bon plans to acquire the remaining 3.7% equity interest in its subsidiary, The Bon Company BV, through the issuance of up to 200,000 Bon Post-Split Shares. The LOI outlines the parties’ mutual intention to negotiate a definitive agreement, though no assurance can be given that one will be reached. The final structure is subject to tax, corporate, and legal advice.
The Transaction is expected to be structured as a three-cornered amalgamation, plan of arrangement, takeover bid, share purchase, or similar transaction, creating a resulting issuer. The parties intend to enter into a definitive agreement by July 30, 2026, or another mutually agreed-upon date. Termination clauses for the LOI include dissatisfaction with due diligence results by June 30, 2026, failure to enter into a definitive agreement by July 30, 2026, or if the transaction becomes illegal due to a governmental authority’s judgment.
H2 will seek shareholder approval for a name change to “Bon Intelligence Inc.” (or a similar name), a share consolidation, capital alterations, and any other components required by the Exchange.
A concurrent financing is planned to raise up to $3,000,000 in gross proceeds at $0.50 per share or share equivalent. This will consist of a private placement of Bon’s subscription receipts and a private placement of H2’s post-consolidation common shares. Agents or finders will receive cash commissions and broker warrants. The proceeds will fund Bon’s operational and growth initiatives, working capital, and general corporate purposes.
H2 will provide Bon with a secured bridge loan of up to $500,000, accruing 6.0% interest annually, which will be forgiven upon completion of the Transaction. Bon will use these proceeds, along with funds from a Bon Bridge Financing, for working capital and growth initiatives, including expanding sales and account management teams, advancing SOC2 and GDPR certification, developing the Bon Edge platform, growing in-store media partnerships, and project financing for new client onboarding.
Immediately before the share exchange, H2 will consolidate its shares on a 1 for 4.08 basis, resulting in 15,000,000 H2 Post-Consolidated Shares. Prior to the definitive agreement, Bon will split its shares on a 4-for-1 basis, resulting in 50,000,000 Bon Post-Split Shares. Bon may also complete a bridge financing of up to $1,500,000.
Bon intends to amend its constating documents to create super voting common shares with three times the voting and economic rights of existing common shares, and H2 will create similar super voting shares. The Transaction is being completed at a deemed price of $0.50 per share on a post-consolidation basis, with a 1:1 exchange ratio.
Upon closing, H2 will change its name to “Bon Intelligence Inc.” The resulting entity will operate in the Technology subsector of the TSXV. The board of directors of the resulting issuer is expected to include Kerem Akbas, Owen Matthews, Spencer Green, Geoffrey Cronnin, and Samuel Bremner.
Completion of the Transaction is contingent upon customary conditions, including satisfactory due diligence, execution of a definitive agreement, Bon providing audited financial statements for 2024 and 2025, receipt of all necessary approvals (including TSXV acceptance and shareholder approvals), completion of capital alterations, consolidation, resignation of H2 directors and officers, repayment or conversion of Bon’s convertible debt, completion of the concurrent financing, and positive working capital for H2. There must be no material adverse change in the business or financial condition of either party, and the resulting issuer must meet the Exchange’s minimum public float and distribution requirements.
The LOI includes exclusivity provisions, preventing either party from soliciting or negotiating other acquisition proposals. A breach of exclusivity by either party will result in a $250,000 payment to the other party.
A portion of the resulting issuer shares may be subject to escrow provisions imposed by the TSXV and/or applicable securities laws. Canaccord Genuity Corp. will receive 700,000 Resulting Issuer Shares as an advisory fee, subject to a nine-month hold period.
The Transaction is not a Non-Arm’s Length Qualifying Party Transaction as defined by the TSXV. Neither party nor their associates or affiliates has a control person of both H2 and Bon. No non-arm’s length party to H2 has a direct or indirect beneficial interest in Bon, is an insider of Bon, or has a relationship with the non-arm’s length parties to the qualifying transaction.
H2 Ventures 1 Inc. was incorporated on April 26, 2021, under the laws of British Columbia and is a capital pool company. It has not commenced commercial operations and holds only a minimal amount of cash.
Source: H2 Ventures 1 Inc.
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