Toronto, Ontario--(Newsfile Corp. - November 27, 2025) - 1290448 B.C. Ltd. ("1290448 BC" or the "Company") is pleased to announce that one insider of the Company, Jennifer Goldman, a resident of Toronto, Ontario ("Goldman") acquired an aggregate of 159,554 Common Shares pursuant to share transfer agreements between Goldman and arm's length parties for nominal consideration (the "Share Transfer"). The Share Transfer was effected today.
Prior to the Share Transfer, Goldman held an aggregate of 638,224 Common Shares which represented 40.0001% of the issued and outstanding Common Shares on a non-diluted basis and partially diluted basis, as the Company has no outstanding convertible securities. Following the Share Transfer, Goldman holds an aggregate of 797,778 Common Shares which represents 50% of the issued and outstanding Common Shares on a non-diluted and partially diluted basis.
The Company has been advised that Goldman holds her Common Shares as part of a strategic investment in the Company. Goldman intends to review her holdings on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, depending on a number of factors. Goldman may formulate other purposes, plans, or proposals regarding the Company or any of its securities, or may change her intentions with respect to any and all matters. Goldman, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.
The Share Transfer was 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 Transfer 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. A copy of the early warning report filed by Goldman may be obtained on the Company's SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.
For more information, please contact:
Name: Eric Massie
Title: Chief Executive Officer, Chief Financial Officer, and Director
Telephone: 613.792.2483
Email: ericmassieadv@gmail.com
Address: 1 Adelaide Street East, Suite 801, Toronto, ON M5C 2V9
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Certain statements contained in this press release constitute "forward-looking statements". All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company's strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words "believe", "expect", "aim", "intend", "plan", "continue", "will", "may", "would", "anticipate", "estimate", "forecast", "predict", "project", "seek", "should" or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company's expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276216
SOURCE: 1290448 B.C. Ltd.