Vancouver, British Columbia--(Newsfile Corp. - October 3, 2025) - 1329308 B.C. Ltd. (the "Company") is pleased to announce that, further to its press release of July 31, 2025, it has entered into an amalgamation agreement dated September 30, 2025 (the "Amalgamation Agreement") with Relief AI Inc. ("Relief AI") and 1001359160 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company, pursuant to which the Company will acquire all of the issued and outstanding common shares of Relief AI by way of a three-cornered amalgamation (the "Amalgamation") in accordance with Section 174 of the Business Corporations Act (Ontario) (the "Proposed Transaction").
About Relief AI
Relief AI is revolutionizing mental well being with NAIA, the world's first AI digital human burnout coach. Powered by a secure, fully automated machine learning platform, NAIA delivers personalized, science backed burnout prevention programs to individuals and organizations - anytime, anywhere. Through empathetic, interactive conversations across various channels, NAIA guides users from stress assessment to actionable coaching, leveraging validated psychological frameworks and behavioral science. Relief AI leverages information and data from the Scheelen Institute, a global leader in personality diagnostics and talent profiling, including coaching, behaviour analysis and mental health solutions, for over 25 years. NAIA enhances precision by incorporating proven psychometric assessments, enabling deep insights into stress triggers and resilience factors. With enterprise grade security, Relief AI is empowering individuals to thrive and companies to build resilient, high performing teams globally.
The Proposed Transaction
The Proposed Transaction will result in the Company acquiring all of the issued and outstanding common shares of Relief AI (each, a "Relief AI Share") on the effective date of the Amalgamation. Relief AI and Subco will amalgamate, the resulting entity will be a wholly-owned subsidiary of the Company carrying on the business of Relief AI.
In connection with the Proposed Transaction, the Company will issue 35,657,884 common shares in the capital of the Company (each, a "Common Share") to acquire all of the issued and outstanding Relief AI Shares, subject to change as a result of the Concurrent Financing and other issuances of securities of Relief AI prior to closing of the Proposed Transaction.
Upon completion of the Proposed Transaction, the Company will change its name to "Relief AI Corp." or a name substantially similar to such name as agreed to between the Company and Relief AI (the "Name Change").
Prior to the completion of the Proposed Transaction, the Company shall consolidate its 22,590,750 common shares on the basis of one (1) post-consolidation Company Share for every 9.0363 pre-consolidation common shares (the "Consolidation"), resulting in approximately 2,500,000 common shares in the capital of the Company issued and outstanding post-Consolidation.
As a result of the Proposed Transaction, each Relief AI Share will be exchanged for one common share in the resulting issuer (the "Resulting Issuer") following completion of the Proposed Transaction (each, a "Resulting Issuer Share"). Each outstanding option, warrant and broker warrant of Relief AI will be exchanged for an option, or a warrant or a broker warrant, as applicable, to acquire one Resulting Issuer Share, on the same economic terms.
Relief AI intends to complete a private placement (the "Concurrent Financing") of up to 4,000,000 units at a price of $0.75 per unit for total proceeds of up to $3,000,000. Each unit shall consist of one Relief AI Share and one-half of one common share purchase warrant (each, a "Relief AI Warrant"). Each Relief AI Warrant shall entitle the holder thereof to purchase one Relief AI Share at a price of $1.00 per Relief AI Share until the date that is two (2) years from the closing of the Concurrent Financing.
Upon completion of the Proposed Transaction, the management and board of directors of the Resulting Issuer is expected to consist of Paul Pint, James Lanthier, Philip Williams, Frank Scheelen and Arne Schultz. Brief biographies of the proposed nominees are as follows:
Frank Scheelen, President and Director
Frank M. Scheelen is an international entrepreneur, management consultant, and author with more than 30 years of experience in leadership development, diagnostics, and organizational consulting. He began his professional career in Controlling at ABB Switzerland after completing his studies in Mechanical Engineering Technology and later earned a Bachelor and Master of Business Administration at the Management School Zurich. In 1990, Mr. Scheelen founded Scheelen® AG - Institute for Management Consulting and Diagnostics, where he serves as Chairman of the Board. Under his leadership, the company has grown into an international group with subsidiaries in Germany, Switzerland, and the United States. He is also Managing Director of Insights MDI® International Deutschland GmbH and Consulting Group Scheelen & CIE GmbH, as well as Chief Executive Officer of Scheelen USA Corporation. Mr. Scheelen has held numerous leadership and advisory roles throughout his career, including President of Q-Pool 100 (2004-2010), Lecturer at the University of Applied Sciences in Munich (since 2008), Consultant for St. Gallen Competence Consulting (since 2012), and Strategic Partner of Zenger | Folkman in the field of leadership and competency research (since 2014). He is the founder of Relief GmbH for Stress Management (2018) and serves as Senator of the Senate of Economy in Germany and Europe. He is also an active member of international business networks such as Club 55 (European Community of Marketing and Sales Experts), The Grow, and the Premium Leaders Club. Mr. Scheelen is recognized as a thought leader in the areas of leadership, future competencies, and AI-supported diagnostics, and has been a trusted advisor to global corporations, small and mid-sized enterprises, and public institutions alike.
Paul Pint, Chief Executive Officer and Director
Paul Pint is a Chartered Professional Accountant with over 30 years of capital markets experience. Mr. Pint started his professional career in 1991 with Ernst & Young in the Financial Services Group. Beginning in 1995, he moved into Institutional Equities with CIBC World Markets. Over the next 20+ years he worked in various senior roles in the investment banking and equity sales industry, holding several senior roles with large Canadian banks as well as boutique investment banks and dealers. He has worked on initial public offerings and private placements across all industry sectors. He has taken public or financed more than 500 companies throughout his career. In 2016, Mr. Pint co-founded and was President of Troilus Gold Corp., helping the company in its early stage financing and assisting in taking the company public on the Toronto Stock Exchange. He has been a director of public and private companies across various sectors. Mr. Pint holds a Bachelor of Commerce Degree from the University of Toronto and is a Member of the Chartered Professional Accountants of Ontario.
Jordan Greenberg, Chief Financial Officer
Mr. Greenberg brings over 25 years of financial management experience in both public and private companies, most recently focused on emerging industries. Mr. Greenberg's experience includes actings as Chief Financial Officer of Safe Supply Streaming Co Ltd., an investment company focused on the health and wellness sector. Previous he served as the Chief Executive O of Yooma Wellness Inc., as the company raised over $20 million in equity financing and completed various acquisitions in the CBD and wellness space, and Chief Financial Officer of Cryptologic Corp., a leading Canadian cryptocurrency mining operation. Mr. Greenberg was the Chief Financial Officer of Nuuvera Corp. Nuuvera raised over $100 million in equity financing to enable several cannabis-related acquisitions, both in Canada and in international markets, completed a go-public process through a reverse takeover then achieved a successful exit through a plan of arrangement with Aphria. Prior to Nuuvera, Mr. Greenberg spent two years as Chief Financial Officer of Dundee Agriculture, a wholly owned subsidiary of Dundee Corp., and twelve years as the Chief Financial Officer of Crawford Metal Corporation, a private operator of steel distribution centers in Canada and throughout the south-eastern United States. Mr. Greenberg holds a Bachelor of Commerce degree from the University of Toronto and earned his CPA designation while working with Ernst & Young in Toronto.
James Lanthier, Director
James Lanthier is a seasoned and accomplished growth company entrepreneur. Mr. Lanthier is the co-founder and Chief Executive Officer of Singularity Pharma Ltd., and was previously the Chief Executive Officer of Mindset Pharma Inc. from its earliest financings through its sale to Otsuka Pharmaceutical Co., Ltd. Previously, Mr. Lanthier was a co-founder and Chief Executive Officer of Future Fertility Inc., an innovative early stage developer of AI applications for human infertility. As a C-Suite executive, Mr. Lanthier has assisted in the growth and successful exit of numerous technology-enabled businesses through the public markets, including Mood Media Corporation, the world's largest in-store media provider, and Fun Technologies Inc., a pioneer in online casual games. Mr. Lanthier is a graduate of Queen's University and the University of Toronto's Rotman School of Management.
Philip Williams, Director
Mr. Williams is the Chief Executive Officer of IsoEnergy Ltd., a leading diversified uranium business in tier 1 jurisdictions. Mr. Williams has held roles in senior management and corporate development, equity research, fund management and investment banking in the metals and mining sector with a focus on uranium. As a research analyst at Westwind Partners, Mr. Williams launched coverage on the uranium sector in 2007. In late 2008, he joined Pinetree Capital Ltd., a natural resource focused investment fund as VP Business Development. In 2012, he joined Dundee Capital Markets (now Eight Capital) in the investment banking group. As a Managing Director, he completed equity financings across a wide range of commodities and was a named advisor on multiple M&A transactions in the uranium sector. In 2017, Mr. Williams was a co-founder of Uranium Royalty Corp., serving as President, Chief Executive Officer and Director. In March 2020, Mr. Williams joined NxGold Ltd. (formerly Consolidated Uranium Inc.) and has been responsible for executing a plan to consolidate and develop uranium projects around the world. Mr. Williams holds a Bachelor's degrees in commerce.
Arne Schultz, Director
Dr. Arne Schulz is an accomplished finance executive with over two decades of international experience spanning corporate finance, strategic planning, and operational leadership. Since 2015, he has served as Global Chief Financial Officer of TGOOD Global Limited in Hong Kong, a market leader in electrical infrastructure equipment and prefabricated substations. In this role, he oversees all financial, legal, tax, treasury, HR, and supply chain functions for subsidiaries across Asia, Africa, Europe, and the Americas. Dr. Schulz plays a critical role in shaping global strategy, ensuring financial compliance, and implementing group-wide processes, reporting structures, and risk management frameworks. In 2022 he co-founded Brunstock AG in Switzerland and serves as member of the board of directors, focusing on the development of Battery Energy Storage Solutions in Europe, Australia and Africa. Previously, he was Senior Advisor and Head of Financial Consulting at WTS Consulting in Hong Kong and Singapore, where he advised multinational clients and acted as interim Chief Financial Officer across the Asia-Pacific region. From 2007 to 2013, Dr. Schulz was Managing Director - Finance and Operations at EOS Hong Kong, leading the setup of a trade finance platform for the Otto Group and managing all financial and operational functions. His earlier roles include senior finance positions within the EOS and Otto Group in Hamburg, where he contributed to corporate strategy, M&A activities, and investment planning. Dr. Schulz began his career in audit and tax advisory with Haarmann, Hemmelrath & Partner. He holds a PhD in Economics from the University of Hamburg, where he also earned a Master in Business Administration, and pursued studies in physics and political science. His doctoral research focused on executive stock-based compensation.
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to:
The completion of the Consolidation;
The completion of the Name Change;
Receipt of all necessary regulatory, corporate and shareholder approvals;
No adverse material change in the business, affairs, financial condition or operations of either the Company or Relief AI;
No legal proceeding or regulatory actions or proceedings against either the Company or Relief AI;
Receipt of resignations and the entering into of a mutual release from and with each of the current officers and directors of the Company; and
Material compliance by the parties with the terms of the Amalgamation Agreement.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or other similar document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
The Company will file a material change report with respect of the Amalgamation Agreement, and a copy of the Amalgamation Agreement will be filed with the applicable Canadian securities regulators and will be available for review on the Company's profile on SEDAR+ at www.sedarplus.ca.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
Additional Information
Further updates regarding the Proposed Transaction will follow in subsequent press releases of the Company.
All information contained in this press release with respect to the Company and Relief AI was supplied for inclusion herein by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information, please contact:
Jen Thor
President and Chief Executive Officer
Tel: (416) 361-2820
This news release contains certain "forward-looking information" within the meaning 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 variety 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 and 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.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269030
SOURCE: 1329308 B.C. Ltd.
