GH Power Inc. has entered into a definitive Business Combination Agreement with Matinas BioPharma Holdings, Inc. to create a NYSE-listed critical minerals and clean energy company. The transaction will result in the formation of GH Power International, which will serve as the public parent company for both entities. The combined company will focus on advancing GH Power’s modular reactor technology and related hydrogen, heat, power, and advanced materials platform, with a strategic emphasis on expanding project development activities in North America and Europe.

Transaction Structure and Terms

Under the terms of the agreement, a newly formed Ontario corporation, GH Power International, will become the parent entity. The process involves a plan of arrangement under Section 182 of the Business Corporations Act (Ontario), where a subsidiary of GHP International will amalgamate with GH Power. Subsequently, a Delaware subsidiary of GHP International will merge with and into Matinas, with Matinas surviving as a wholly owned subsidiary.

At the effective time, each outstanding share of Matinas common stock is expected to be converted into the right to receive 0.1 of a GHP International common share. Outstanding Matinas stock options and warrants will be assumed by GHP International and converted into options and warrants to acquire GHP International common shares.

Strategic Rationale and Financing

GH Power has developed proprietary modular reactor systems designed to convert scrap metals and water into high-purity alumina, clean hydrogen, and thermal energy. The technology targets the growing demand for behind-the-meter power, onshoring of critical mineral production, and industrial decarbonization. David White, Chief Executive Officer of GH Power, stated that becoming a publicly traded company is expected to strengthen access to capital and accelerate the commercialization of its proprietary technology.

In connection with the business combination, GH Power is pursuing a private investment in public equity (PIPE) financing with gross proceeds of at least $15.0 million. The completion of this financing is a condition to the closing of the transaction and is intended to support the acceleration of GH Power’s technology platform and expansion of strategic partnerships.

Conditions to Closing and Asset Sale

The proposed transaction is expected to close in the fourth quarter of 2026, subject to satisfaction or waiver of customary closing conditions. These include approval by Matinas stockholders and requisite GH Power securityholders, required Ontario court approvals, and the effectiveness of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC). Additionally, GHP International must qualify as a foreign private issuer, and its common shares must secure approval for listing on the NYSE American.

Concurrently with the business combination, Matinas entered into a definitive stock purchase agreement dated July 10, 2026, with Azurity Pharmaceuticals, Inc. Azurity will acquire all equity interests in Matinas BioPharma Nanotechnologies, Inc., Matinas’s wholly owned subsidiary, for $4.0 million in upfront cash consideration. This amount is subject to customary adjustments, plus up to an additional $17.5 million in potential milestone payments and future mid-single-digit royalties. The consummation of this stock sale is subject to the approval of Matinas stockholders and the satisfaction of closing conditions related to the business combination.

Corporate Governance and Advisors

Upon closing, the Board of Directors of GHP International is expected to consist of five directors, with four designated by GH Power and one designated by Matinas. The boards of directors of GH Power, Matinas, GHP International, and the merger subsidiaries have unanimously approved the proposed business combination.

Jett Capital Advisors, LLC acted as the financial advisor to GH Power, while Bevilacqua, PLLC served as its legal advisor. Lowenstein Sandler LLP acted as the legal advisor to Matinas BioPharma.