1329306 B.c. Ltd. Announces Closing of Non - Brokered Private Placement, Transfer of Shares BY Controlling Shareholder, Changes to Management and Board and Filing of Early Warning Reports
1329306 B.C. LTD.
1329306 B.C. LTD. ANNOUNCES CLOSING OF NON - BROKERED PRIVATE
PLACEMENT, TRANSFER OF SHARES BY CONTROLLING SHAREHOLDER,
CHANGES TO MANAGEMENT AND BOARD AND FILING OF EARLY WARNING
REPORTS
Toronto, Ontario – June 20, 2023 – 1329306 B.C. Ltd. (the “Company”) announces that (i) its
contro lling shareholder, 2673954 Ontario Inc . and certain affiliates ( together, the "Vendors") have
sold a total of 20,323,00 8 common shares in the capital of the Company ("Common Shares"),
representing approximately 90% of the Company's issued and outstanding C ommon S hares to six
separate purchasers (the "Share Sale"), none of whom are acting jointly and in concert (as such
term is used under applicable Canadian securities laws) and (ii) it has completed a non - brokered
private placement of common shares raising total gross proceeds of $586,863.09 (the "Private
Placement").
In connection with the completion of the foregoing transactions the Company's management and
board was reconstituted such that following completion of the transactions the Chief Executive
Offic er and Chief Financial Officer is Robin McWatt and the board is comprised of Robin McWatt,
Antonio Newson and Joshua Rosenkrantz.
Management of the Company plans to attempt to identify an operating business that might be
acquired by the Company, including by way of merger, arrangement or other similar transaction.
There is no certainty that such a transaction will be identified.
Early Warning Disclosure
Sami Abou Darwich
In accordance with the requirements of National Instrument 62 - 103 - The Early Warning System
and Related Take - Over Bid and Insider Reporting Issues (“NI 62 - 103”), Sami Abou Darwich
(“Darwich”) announces that he has filed an early warning report related to his acquisition of
Common Shares pursuant to the Share Sale and the Private Placement .
Darwich acquired 8,814,640 Common Shares pursuant to the Share Sale at a price of $0.00521758
per share for a total price of $45,991.09, from the Vendors. In addition, Darwich acquired
29,471,074 Common Shares at a price of $0.00753311 per share for a total price of $222,008.91
by way of private placement from the Company.
Prior to the acquisitions of shares, Darwich did not own any securities of the Company. Following
the acquisitions of shares, Darwich owns 38,285,714 Common Shares, representing appr oximately
37.8% of the outstanding Common Shares.
Darwich had acquired the Common Shares for investment purposes. In the future, Darwich will
evaluate his investment in the Company from time to time and may, based on such evaluation,
market conditions and other circumstances, increase or decrease his shareholdings as
circumstances require through market transactions, private agreements, or otherwise.
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A copy of the early warning report filed by Darwich may be obtained on the Company’s SEDAR
profile.
Carol e Habib
In accordance with the requirements of NI 62 - 103, Carole Habib (“Habib”) announces that s he has
filed an early warning report related to her acquisition of Common Shares pursuant to the Share
Sale and the Private Placement.
Habib acquired 8,814,6 40 Common Shares pursuant to the Share Sale at a price of $0.00521758
per share for a total price of $45,991.09, from the Vendors. In addition, Habib acquired 29,471,074
Common Shares at a price of $0.00753311 per share for a total price of $222,008.91 by way of
private placement from the Company.
Prior to the acquisitions of shares, Habib did not own any securities of the Company. Following
the acquisitions of shares, Habib owns 38,285,714 Common Shares, representing approximately
37.8% of the outstanding Common Shares.
Habib had acquired the Common Shares for investment purposes. In the future, Habib will
evaluate her investment in the Company from time to time and may, based on such evaluation,
market conditions and other circumstances, incre ase or decrease her shareholdings as
circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report filed by Habib may be obtained on the Company’s SEDAR
profile.
Renaud Adams
In accordance with th e requirements of NI 62 - 103, Renaud Adams (“Adams”) announces that he
has filed an early warning report related to his acquisition of Common Shares pursuant to the
Private Placement.
Adams acquired 10,714,285 Common Shares at a price of $0.007 per share for a total price of
$75,000 by way of private placement from the Company.
Prior to the acquisitions of shares, Adams did not own any securities of the Company. Following
the acquisitions of shares, Adams owns 10,714,285 Common Shares, representing approx imately
10.6% of the outstanding Common Shares.
Adams had acquired the Common Shares for investment purposes. In the future, Adams will
evaluate his investment in the Company from time to time and may, based on such evaluation,
market conditions and other circumstances, increase or decrease his shareholdings as
circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report filed by Adams may be obtained on the Company’s SEDAR
profile.
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2673954 Ontario Inc.
In accordance with the requirements of NI 62 - 103, 2673954 Ontario Inc., a company beneficially
owned and controlled by Chris Irwin and certain affiliates (collectively , “Irwin”) announces that
they have filed an early warning report related t o the disposition of Common Shares pursuant to
the Share Sale.
Irwin disposed of 20,323,008 Common Shares for a total price of $ 106,036.91 by way of the Share
Sale . Prior to the disposition of the Common Shares, Irwin beneficially owned and controlled
20 ,323,008 Common Shares, representing approximately 90 % of the issued and outstanding
Common Shares on an undiluted basis. Following the disposition of Common Shares , Irwin does
not own any Common Shares.
A copy of the early warning report filed by Irwin may be obtained on the Company’s SEDAR
profile.
For further information, please contact:
Robin McWatt
Chief Executive Officer
Tel: ( 514 ) 707 - 0481
Forward Looking Information
This news release contains certain “forward - looking information” within the mea ning of applicable
securities law. Forward looking information is frequently characterized by words such as “plan”,
“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”,
“proposed” and other similar words, or statements that certain events or conditions “may” or “will”
occur. These statements are only predictions. Forward - looking information is based on the opinions and
estimates of management at the date the information is provided, and is subject to a var iety of risks and
uncertainties and other factors that could cause actual events or results to differ materially from those
projected in the forward - looking information. For a description of the risks and uncertainties facing the
Company and its business a nd affairs, readers should refer to the Company’s Management’s Discussion
and Analysis. The Company undertakes no obligation to update forward - looking information if
circumstances or management’s estimates or opinions should change, unless required by law. The reader
is cautioned not to place undue reliance on forward - looking information .