Vancouver, British Columbia--(Newsfile Corp. - November 11, 2025) - 1510441 B.C. Ltd. (the "Company") is pleased to announce that it has entered into an agreement to complete a business combination transaction by way of three-cornered amalgamation to acquire Eastern Precious Metals Corp. ("EPM"), resulting in a reverse takeover of the Company by EPM (the "Transaction").
The Company also announces that it has completed a share split of its common shares on a 1,000,000 to 1 basis (the "Share Split"), and completed a private placement offering of 1,000,000 common shares (the "Offering").
The Proposed Transaction
The Company entered into a letter agreement with EPM on October 30, 2025 (the "Business Combination Agreement"). In anticipation of the Transaction, the Company completed the Share Split effective November 7, 2025, and closed the Offering on November 10, 2025.
Upon completion of the Transaction, the Company the current shareholders of EPM will become shareholders of the Company on a 5.3257:1 basis. EPM has no business operations.
Following closing of the Transaction, the Company's current shareholders are anticipated to hold approximately 40% of the outstanding authorized shares of the Company on an undiluted basis, and the former holders of common shares of EPM are anticipated to hold approximately 60% of the Company's capitalization.
Summary of the Share Split
Effective on November 7, 2025, the Company effected a forward (1,000,000-for-1) stock split of its issued and outstanding common shares, being the Stock Split.
As a result of the Stock Split, each shareholder of record on November 7, 2025 received one million (1,000,000) Common Shares for every one (1) common share owned. The Company's outstanding shares increased from 1 common share to 1,000,000 Common Shares.
Following the Share Split, the sole shareholder of the Company, Triforce Ventures S.A., transferred 546,941 Common Shares to its affiliate, Night Owl S.A., and 453,059 common shares to Zachary Goldenberg, pursuant to share transfer agreements between each of the above parties and Triforce Ventures S.A., in consideration for an aggregate purchase price of $2.00, or $0.000002 per common share (the "Share Transfers").
Summary of the Offering
The Company announces that on November 10, 2025 it closed a non-brokered private placement, raising aggregate gross proceeds of $50,000, through the issuance of 1,000,000 Common Shares at a price of $0.05 per Common Share, being the Offering.
The gross proceeds of the Offering will be used by the Company for general working capital purposes. All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
Early Warning Disclosure
Prior to the completion of the Share Transfers, Triforce Ventures S.A. held and beneficially owned, or exercised control or direction 1,000,000 Common Shares, representing 100% of the issued and outstanding Common Shares on a non-diluted basis, and each of Night Owl S.A. and Zachary Goldenberg held and beneficially owned, or exercised control or direction over no Common Shares. Triforce Ventures S.A. and Night Owl S.A. are both corporations beneficially owned and controlled by Raymond Harari, resulting in no change to the beneficial ownership of the Common Shares held by Triforce Ventures S.A. and transferred to Night Owl S.A.
After giving effect to the Share Transfers, and following the closing of the Offering and Transaction:
(i) Night Owl S.A. holds and beneficially owns, or exercises control or direction over 546,941 Common Shares, representing 54.6941% of the Common Shares immediately following the Share Transfers, on a non-diluted basis, and representing 27.347% of the Common Shares following the closing of the Offering on a non-diluted basis; and
(ii) Zachary Goldenberg holds and beneficially owns, or exercises control or direction over 453,059 Common Shares, representing 45.305% of the Common Shares immediately following the Share Transfers, on a non-diluted basis, and representing 22.653% of the Common Shares following the closing of the Offering, on a non-diluted basis.
The Company has been advised that each of Night Owl S.A., and Zachary Goldenberg (collectively, the "Reporters") hold their Common Shares as part of a strategic investment in the Company. The Reporters intend to review their holdings in the Company on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, in each case, depending on a number of factors. The Reporters may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any and all matters. The Reporters, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.
The Share Transfers were conducted in reliance on the "private agreement exemption" in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and as a result was exempt from the take-over bid requirements in Part 2 of NI 62-104. The Common Shares purchased under the Share Transfers were purchased from not more than five sellers and at a price less than 115% of the market price of the Common Shares, in each case as calculated in accordance with NI 62-104.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the "Early Warning Reports"). Copies of the Early Warning Reports will be filed on SEDAR+ under the Company's profile at www.sedarplus.ca, and may also be obtained by contacting Carlo Rigillo at 647-400-4794.
For more information, please contact:
1510441 B.C. Ltd.
Carlo Rigillo
Chief Executive Officer
T: +647-400-4794
E: carlo.rigillo@gmail.com
Cautionary Statements
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the Pelican Private Placement in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information Disclaimer
Certain statements in this news release may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the intentions, plans, and future actions of the Reporters with respect to their holdings in the Company, including potential purchases or sales of Common Shares, the formulation of other purposes, plans or proposals regarding the Company or its securities, and the possibility of proposing or effecting corporate transactions involving the Company, including the Transaction.
Forward-looking information is based on current expectations, estimates, and projections that involve a number of risks and uncertainties, which could cause actual results or events to differ materially from those presently anticipated. These risks and uncertainties include, but are not limited to, market conditions, regulatory requirements, the completion of the proposed business combination Transaction, the anticipated shareholdings following the Transaction, and other factors beyond the Company's control.
Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.
Not for distribution to United States newswire services or for release publication, distribution, or dissemination directly, or indirectly, in whole or in part, in or into the United States.
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SOURCE: 1510441 B.C. Ltd.