1319732 B.c. Ltd. Completes Share Consolidation
AC/8441062.2
1319732 B.C. LTD. COMPLETES SHARE CONSOLIDATION
Toronto, January 13 , 2022– 1319732 B.C. Ltd . (the " Company") is pleased to announce that the
Company completed a share consolidation (the "Consolidation") of its common shares (the " Shares") by
exchanging one (1) new post -Consolidation Share for every three million two hundred sixty seven
thousand nine hundred and seventy three (3,267,973) pre -Consolidation Shares as authorized by a
resolution passed by the board of directors of the Company (the "Resolution") effective January 13, 2022
(the "Effective Date") in accordance to the Company's Articles of Incorporation. No fractional shares will
be issued as a result of the Consolidation. Shareholders who end up with a fractional interes t in the
Shares following the Consolidation (i.e. those who hold less than 3,267,973 pre -Consolidation Shares) will
receive C$0.000306 in cash (the “ Cash Consideration ”) for each pre -Consolidation Share held and will
cease to own any fractional interests in the Shares. The Resolution further authorized, pursuant to Section
238(g) of the British Columbia Business Corporations Act (the " BCBCA"), the shareholders to exercise
dissent rights in respect of the Consolidation, in the manner described in Sections 2 37 to 247 of the
BCBCA.
Effective January 13, 2022 the post-Consolidation Shares have been assigned new CUSIP/ISIN numbers :
(68249T203/CA682492039).
A letter of transmittal will be sent by mail to shareholders entitled to receive Cash Consideration only and
may only be used by registered holders (the "Registered Shareholders") of the Company's Shares and is
not to be used by beneficial holders of the S hares who are not Registered Shareholders (the “ Beneficial
Shareholders”). A Beneficial Shareholder who does not hold the Shares registered in their name but are
held by an intermediary or clearing agency such as CDS. Beneficial Shareholders must contact t heir
intermediary for instructions and assistance in delivering the certificates representing their Shares and
receiving the Cash Consideration for such Shares.
The Consolidation constitutes a "business combination" within the meaning of Multilateral Inst rument 61-
101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In its consideration and
approval of the Consolidation, the board of directors of the Company determined that the Consolidation will
be exempt from the formal va luation and minority approval requirements of MI 61 -101 on the basis of the
exemptions in Sections 5.5(b) and 5.7(g) of MI 61-101.
On behalf of the Board of Directors
Binyomin Posen
Chief Executive Officer, Chief Financial Officer & Director
T: 416 481 2222
No recognized securities exchange accepts responsibility for the adequacy of this press release, which has
been prepared by management of the Company.
Cautionary Note Regarding Forwarding-Looking Statements
All statements in this press release, other than statements of historical fact, are "forward -looking
information" with respect to the Company within the meaning of applicable securities laws. Forwar d-looking
information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or
"will" occur . Forward-looking st atements are based on the opinions and estimates at the date the
statements are made, and are subject to a variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those anticipated in the for ward-looking statements.
There are uncertainties inherent in forward -looking information, including factors beyond the Company's
control. There are no assurances that the business plans described in this news release will come into
effect on the terms or t ime frame described herein. The Company undertakes no obligation to update
forward-looking information if circumstances or management's estimates or opinions should change except
as required by law. For a description of the risks and uncertainties facing t he Company and its business
and affairs, readers should refer to the Company's Management's Discussion and Analysis and other
AC/8441062.2
disclosure filings with Canadian securities regulators, which are posted on www.sedar.com.