Rio Verde Industries agrees to reverse takeover by Nusa Nickel

Rio Verde Industries has entered a binding letter agreement with Nusa Nickel for a proposed reverse takeover that would create a new listed issuer on the Canadian Securities Exchange. The deal includes debt settlement, a share consolidation, a concurrent private placement and a management reset, but still needs definitive agreements, approvals and financing to close.

Why it matters: - The proposed transaction would turn Rio Verde, a shell-like issuer with no material assets or active operations, into the public vehicle for Nusa Nickel’s nickel-sector business. - The combined company aims to list on the Canadian Securities Exchange, which could provide liquidity and a public-market funding path if the deal closes. - The structure would also clean up Rio Verde’s balance sheet through a debt settlement and reset ownership and control around Nusa Nickel’s securityholders.

What happened: - Rio Verde Industries Inc. entered a binding letter agreement dated October 8, 2026 with private Ontario company Nusa Nickel Corp. for a proposed business combination that would result in a reverse takeover of Rio Verde. - Rio Verde plans to seek a listing of the shares of the resulting issuer on the Canadian Securities Exchange. - The announcement was made in Vancouver on October 9, 2026.

The details: - The proposed transaction is expected to use a three-cornered amalgamation under the Business Corporations Act (Ontario), involving Rio Verde, a to-be-incorporated Ontario subsidiary, and Nusa Nickel. - Under the current plan, Nusa Nickel and the subsidiary would amalgamate, and the amalgamated entity would become a wholly-owned subsidiary of Rio Verde. - The structure may change after legal and tax advice. - Rio Verde will settle about $130,112 of debt by issuing 26,346,289 common shares. - Rio Verde will consolidate its common shares so about 6,250,000 shares are outstanding immediately before closing, excluding any shares tied to a possible finder’s fee. - Nusa Nickel Class A common voting shareholders will receive Resulting Issuer shares on a 1:1 basis. - Nusa Nickel’s outstanding convertible securities will be exchanged for economically equivalent securities of the Resulting Issuer. - Nusa Nickel plans a concurrent private placement of subscription receipts at $0.20 each. - Each subscription receipt will convert, after escrow conditions are met, into one unit of Nusa Nickel with one Class A common voting share and one warrant exercisable at $0.35 for 24 months after the Resulting Issuer’s shares first list. - A finder may receive a fee in Rio Verde shares on terms still to be negotiated. - Rio Verde will seek shareholder approval, if required, to change its name to one selected by Nusa Nickel and to complete related matters. - The Resulting Issuer’s board and management will be reconstituted with nominees selected by Nusa Nickel.

Between the lines: - Rio Verde appears to be functioning as a capital markets entry point for Nusa Nickel, which already operates through Indonesian subsidiaries in nickel-sector industrial, trading, transport and sales activities. - The proposed ownership and management changes would give Nusa Nickel effective control of the public company after closing. - The deal also signals that Rio Verde is moving away from its current non-operating status toward an operating business platform, if the transaction is completed.

What's next: - The companies still need to sign a definitive amalgamation agreement. - The concurrent private placement must close. - The Canadian Securities Exchange must accept the proposed listing. - Shareholder approval and other regulatory approvals are also required. - Rio Verde warned there is no assurance the transaction will close as proposed, or at all. - Investors are being told not to rely on information outside the CSE Form 2A listing statement to be prepared for the deal.