Vancouver, British Columbia--(Newsfile Corp. - September 11, 2026) - 1317234 B.C. Ltd. ("234 BC" or the "Company") and RTRS Technologies Inc. ("RTRS") are pleased to announce that the Company, RTRS, RTRS Holdings Inc. ("Merger Subco"), 1600916 B.C. Ltd. ("Finco") and 1600919 B.C. Ltd. ("Finco Subco"), each of which is a wholly-owned subsidiary of the Company, have entered into a merger agreement dated September 11, 2026 (the "Merger Agreement") in connection with a proposed business combination transaction (the "Proposed Transaction") among the Company, RTRS, Merger Subco, Finco and Finco Subco.
The Proposed Transaction is to occur by way of (i) the merger of Merger Subco with and into RTRS under Section 251 of the Delaware General Corporation Law (the "Merger") will result in the reverse takeover of the Company by RTRS and (ii) in order to facilitate the Concurrent Financing (as defined below) the amalgamation of Finco and Finco Subco under the Business Corporations Act (British Columbia) (the "Amalgamation"), together resulting in the listing of the resulting entity (the "Resulting Issuer") on the TSX Venture Exchange (the "TSXV").
Following the completion of the Proposed Transaction, (i) RTRS (which will be the surviving entity of the Merger) will become a wholly-owned subsidiary of the Resulting Issuer, which will hold all of the assets and continue the business of RTRS, and (ii) the corporation resulting from the Amalgamation will become a wholly-owned subsidiary of the Resulting Issuer holding the proceeds of the Concurrent Financing. In connection with the Proposed Transaction the Resulting Issuer will change its name to "NFTR Technologies Inc." or such other name as may be determined by the Company and RTRS (the "Name Change").
RTRS has entered into an engagement agreement (the "Engagement Letter") dated March 13, 2026 with Haywood Securities Inc. ("Haywood") as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents to be determined (together with Haywood, the "Agents"). Pursuant to the Engagement Letter, Haywood has agreed to sell, on a "best efforts" private placement basis, a minimum number of subscription receipts (the "Subscription Receipts") of Finco at a price of $1.00 per Subscription Receipt (the "Issue Price") for gross proceeds, when aggregated with the proceeds of the Bridge Financing (as defined below) of not less than $6,850,000 (the "Concurrent Financing"). Closing of the Concurrent Financing is expected to occur on such date as agreed between Haywood and Finco, each acting reasonably. Finco has also granted Haywood an option, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Concurrent Financing (the "Closing Date"), to increase the size of the Concurrent Financing by up to an additional 15% in Subscription Receipts at the Issue Price.
Summary of the Proposed Transaction
The Merger Agreement provides for, amongst other things, the Merger and the Amalgamation, pursuant to which:
Merger Subco will merge into RTRS and RTRS, as the surviving corporation, will become a wholly-owned subsidiary of the Company;
Finco and Finco Subco will amalgamate and the amalgamated corporation will become a wholly-owned subsidiary of the Company;
each share of common stock of RTRS (each an "RTRS Share") held by holders of RTRS Shares (each an "RTRS Shareholder") who are non-U.S. residents will be exchanged without any action of such RTRS Shareholder into one (1) fully paid and non-assessable subordinate voting share of the Resulting Issuer (each a "Resulting Issuer Subordinate Voting Share");
RTRS Shares held by RTRS Shareholders who are U.S. Residents will be exchanged without any action of such RTRS Shareholder into one (1) fully paid and non-assessable multiple voting share of the Resulting Issuer (each, a "Resulting Issuer Multiple Voting Share" and together with the Resulting Issuer Subordinate Voting Shares, the "Resulting Issuer Shares") on the basis of one (1) Resulting Issuer Multiple Voting Share for every twenty (20) RTRS Shares held;
each one (1) common share of Finco (each a "Finco Share"), including the Finco Shares issued on the conversion of the Subscription Receipts, held by holders other than U.S. Residents will be exchanged for one (1) Resulting Issuer Subordinate Voting Share;
each twenty (20) Finco Shares held by a U.S. Resident will be exchanged for one (1) Resulting Issuer Multiple Voting Share;
each one (1) stock option of RTRS outstanding immediately prior to Closing shall be exchanged for one (1) stock option of the Resulting Issuer with equivalent terms;
each one (1) SR Warrant (as defined below) held by holders other than U.S. Residents, shall be exchanged for one (1) fully paid warrant of the Resulting Issuer each exercisable into one (1) Resulting Issuer Subordinate Voting Share with an exercise price and expiry equivalent to the SR Warrant so exchanged;
each one (1) SR Warrant held by holders who are U.S Residents shall be exchanged for one-twentieth (1/20) of one (1) fully paid share purchase warrant of the Resulting Issuer each exercisable into one (1) Resulting Issuer Multiple Voting Share with an exercise price equal to twenty (20) times and an expiry equivalent to the SR Warrant so exchanged;
each twenty (20) common share purchase warrants of RTRS outstanding immediately prior to Closing, all of which will be held by U.S. Residents, shall be exchanged for one (1) fully paid share purchase warrant of the Resulting Issuer each exercisable into one (1) Resulting Issuer Multiple Voting Share with an exercise price equal to twenty (20) times and an expiry equivalent to the warrant so exchanged;
the Company will issue to each holder of common shares of the Company that number of share purchase warrants of the Resulting Issuer, each exercisable into one (1) Resulting Issuer Subordinate Voting Share, as is equal to the number of common shares of the Company held by such holder following the Consolidation, and on terms equivalent to the other Resulting Issuer subordinate voting share purchase warrants issued pursuant to the Proposed Transaction; and
each one (1) Agents' Compensation Option (as defined below) outstanding immediately prior to Closing shall be exchanged for one (1) Agents' Compensation Option of the Resulting Issuer with equivalent terms.
The completion of the Proposed Transaction is subject to, among other things, the following conditions:
the approval by the board of directors of RTRS and RTRS Shareholders (as applicable) of (i) the Merger and the Proposed Transaction, (ii) the conversion of the issued and outstanding preferred stock in the capital of RTRS into common shares of RTRS on a one for one basis; (iii) the completion of the stock split of the issued and outstanding RTRS Shares (the "RTRS Stock Split") at a ratio to be determined immediately prior to the closing of the Proposed Transaction ("Closing"); and (iv) the conversion, prior to Closing, of (A) the outstanding convertible notes of RTRS in the aggregate principal amount of US$1,445,000 into post RTRS Stock Split RTRS Shares and (B) of additional convertible notes issued pursuant to a bridge financing of RTRS in the aggregate principal amount of between US$350,000 and US$500,000 (the "Bridge Financing") into units of RTRS comprised of one post RTRS Stock Split Share and one share purchase warrant of RTRS with terms equivalent to the SR Warrants.
the approval of the board and shareholders (if applicable) of 234 BC, and the completion of: the amendment of the articles of 234 BC providing for (1) the creation of a new class of multiple voting shares of 234 BC and (2) the re-designation of 234 BC's issued and outstanding common shares as subordinate voting shares; (ii) the Name Change; (iii) the completion of the consolidation or reverse consolidation (the "Consolidation") of all of the outstanding common shares of 234 BC at a ratio to be determined immediately prior to Closing; (iv) the resignation of the current directors and officers of 234 BC and the appointment of the board of directors of the Resulting Issuer; and (v) the adoption of an omnibus equity incentive plan of the Resulting Issuer;
the approval of the board of directors and shareholders of Finco of the Amalgamation;
the issuance of securities of the Resulting Issuer in connection with the Proposed Transaction being exempt or excluded from, or not subject to, the registration requirements of the U.S. Securities Act and all applicable state securities laws;
completion of the Concurrent Financing and the Bridge Financing;
acceptance by the TSXV and receipt of other applicable regulatory approvals; and
other standard conditions of closing for a transaction in the nature of the Proposed Transaction.
The Resulting Issuer Multiple Voting Shares are being proposed in order to minimize the proportion of the outstanding voting securities of the Resulting Issuer that are held by "U.S. persons" for purposes of determining whether the Resulting Issuer is a "foreign private issuer" for purposes of United States securities laws. The Resulting Issuer Multiple Voting Shares will be entitled to one vote in respect of each Resulting Issuer Subordinate Voting Share into which such Resulting Issuer Multiple Voting Shares may be converted. As more particularly described above, it is currently anticipated that, pursuant to the Proposed Transaction, RTRS Shares and Finco Shares held by U.S. Residents will be exchanged for Resulting Issuer Multiple Voting Shares on a 20:1 basis, with each such Resulting Issuer Multiple Voting Share being convertible at the option of the holder into twenty (20) Resulting Issuer Subordinate Voting Shares and being entitled to twenty (20) votes per share at meetings of the shareholders of the Resulting Issuer. Accordingly, the Resulting Issuer Multiple Voting Shares and Resulting Issuer Subordinate Voting Shares will be economically equivalent on an as converted to Resulting Issuer Subordinate Voting Shares basis. Only the Resulting Issuer Subordinate Voting Shares are proposed to be listed on the TSXV. Neither the Resulting Issuer Multiple Voting Shares nor any warrants of the Resulting Issuer will be listed.
A copy of the Merger Agreement will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
The parties to the Proposed Transaction are at arm's length, accordingly the Proposed Transaction is not a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Board of Directors and Management
It is anticipated that the board of directors of the Resulting Issuer, upon completion of the Proposed Transaction, will consist of Jason Shelton, Amir Abolfathi, J.R. Garcia, and David W. Smalley, all subject to the approval of such nominees by the TSXV and the shareholders of the Company. The officers of the Resulting Issuer are expected to consist of Jason Shelton (President and Chief Executive Officer), Hal Beckham (Chief Financial Officer), Rüedger Rubbert (Chief Technical Officer), David W. Smalley (Corporate Secretary) and such other officers to be confirmed in connection with the Proposed Transaction.
Terms of Concurrent Financing
RTRS has entered into an Engagement Letter with Haywood as lead agent and sole bookrunner, on its own behalf and on behalf of the Agents, pursuant to which Haywood has agreed to sell, on a "best efforts" private placement basis, a minimum of Subscription Receipts of Finco at a price of $1.00 per Subscription Receipt for gross proceeds, when aggregated with the proceeds of the Bridge Financing, of not less than $6,850,000. Closing of the Concurrent Financing is expected to occur on such date as agreed between Haywood and Finco, each acting reasonably.
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into between 234 BC, RTRS, Finco, Finco Subco, and Haywood, on behalf of the Agents, and an escrow agent (the "Escrow Agent") mutually acceptable to Finco and Haywood, each acting reasonably. Each Subscription Receipt, upon satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) will be convertible, without further payment from or action on the part of the holder thereof, subject to adjustment, into one (1) unit of Finco (each, a "Finco Unit"), comprised of one Finco Share and one common share purchase warrant (each, an "SR Warrant"). Each SR Warrant will be exercisable to acquire one Finco Share at a price per Finco Share of $1.50, for a period of 60 months from the date on which a final bulletin is issued by the TSXV announcing approval of the Proposed Transaction.
The gross proceeds of the Concurrent Financing, less (i) 50% of the Agents' Fee (as defined below), and (ii) the expenses of the Agents incurred in connection with the Concurrent Financing, will be placed in escrow (the "Escrowed Proceeds") with the Escrow Agent and will be released to Finco, or as Finco may direct (together with the interest earned thereon), upon satisfaction of the Escrow Release Conditions. "Escrow Release Conditions" include: (i) written confirmation from Finco and 234 BC that all conditions precedent of the Proposed Transaction have been satisfied or irrevocably waived, other than the release of the Escrowed Proceeds, to the sole satisfaction of Haywood, acting reasonably; (ii) the receipt of all required shareholder, third party (as applicable) and regulatory approvals including, without limitation, the conditional approval of the TSXV for the Proposed Transaction and for the listing of the Resulting Issuer Subordinate Voting Shares; (iii) no material breach of any of the terms of the Subscription Receipt Agreement, the agency agreement or any subscription agreements by Finco or 234 BC; (iv) delivery of a release notice to the Escrow Agent that the foregoing conditions have been satisfied. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to in this news release as the "Escrowed Funds".
In the event that (i) the Escrow Release Conditions have not been satisfied by 5:00 p.m. (Toronto time) on the date that is 90 days after the Closing Date, unless extended by mutual agreement of Haywood and Finco; or (ii) Finco or 234 BC advises the Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, each of the then issued and outstanding Subscription Receipts will be cancelled and the Escrow Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipt on a pro rata basis. To the extent the Escrowed Funds are insufficient to refund such amounts to each holder of the Subscription Receipts, Finco will be liable for and will contribute to such amounts as are necessary to satisfy the shortfall.
In consideration for their services in connection with the Concurrent Financing, Finco has agreed to pay the Agents a cash fee (the "Agents' Fee") equal to 6.0% of the gross proceeds from the sale of the Subscription Receipts (reduced to 1% in respect of subscriptions received from subscribers on a President's List), whereby: (i) 50% of the Agents' Fee will be paid on the Closing Date; and (ii) the remaining 50% of the Agents' Fee will be deposited in escrow and form part of the Escrowed Funds. As additional consideration for the services of the Agents, the Agents will be issued compensation options of Finco (the "Agents' Compensation Options") equal to 6.0% of the number of Subscription Receipts sold in the Concurrent Financing (reduced to 1% in respect of subscriptions received from subscribers on a President's List). Upon satisfaction of the Escrow Release Conditions, each Agents' Compensation Option will entitle the holder thereof to purchase one (1) unit of Finco (an "Agents' Compensation Unit"), with each Agents' Compensation Unit being comprised of one (1) Finco Share and one share purchase warrant of Finco with terms equivalent to an SR Warrant.
In addition, on the Closing Date, Finco has agreed to pay the Agents a corporate finance fee (the "Corporate Finance Fee") equal to: (i) 5% of the gross proceeds of the Concurrent Financing, subject to a minimum of $342,500, if the gross proceeds to Finco are below $13,700,000; or (ii) 6% of the gross proceeds of the Concurrent Financing if the gross proceeds to Finco are $13,700,000 or more. Pursuant to the terms of the Engagement Letter, 25% of the Corporate Finance Fee will be payable in cash and the remaining 75% will be payable in compensation Subscription Receipts (the "Corporate Finance SRs") at a deemed price per Corporate Finance SR equal to the Issue Price. Upon satisfaction of the Escrow Release Conditions, each Corporate Finance SR shall be exchanged, without payment of any additional compensation, subject to certain adjustments, for one Finco Unit (each, a "Corporate Finance Unit").
The securities comprising the Finco Units (including the Corporate Finance Units) and the Agents' Compensation Options will be exchanged for securities of the Resulting Issuer pursuant to the Amalgamation as described above.
The net proceeds of the Concurrent Financing will be used to fund the business activities of the Resulting Issuer as will be disclosed in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Proposed Transaction, and for general working capital purposes.
All securities issued pursuant to the Concurrent Financing will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.
Additional Information
Further details about the Proposed Transaction, Concurrent Financing and the Resulting Issuer will also be contained in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
About RTRS Technologies Inc.
RTRS Technologies Inc. is a pre-revenue medical device company focused on the development and commercialization of the NaturalFit device, a custom-designed, patient-specific dental implant intended as a simplified single-visit alternative to conventional screw-based dental implants. The NaturalFit device is laser-milled from zirconia with a titanium fusion to match the precise three-dimensional anatomy of each patient's tooth socket, as captured through cone beam computed tomography (CBCT) imaging, eliminating the need for surgical drilling, bone grafting, and the multi-visit treatment timeline that characterizes conventional implant procedures. Supported by clinical studies involving 450+ implant placements across 20 centers in six countries, RTRS is currently advancing U.S. FDA 510(k) clearance and CE Marking under the EU Medical Device Regulation, with commercial launch targeted for 2027. The Company is targeting the approximately 130 million Americans estimated to be without an adequate tooth replacement solution, in a U.S. dental implant market valued at approximately C$3.5 billion annually, and believes the NaturalFit device's simplified digital workflow and patient-specific design have the potential to meaningfully expand access to implant treatment among both general dental practitioners and patients.
About 1317234 B.C. LTD.
The Company was formed pursuant to the laws of British Columbia on July 27, 2021. The Company is a reporting issuer but does not trade on a stock exchange. The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising an option or by any concomitant transaction.
For further information, please contact:
RTRS Technologies Inc.
Jason Shelton, Chief Executive Officer
Phone: (415) 505-4603
Email: jason.shelton@rtrstech.com
1317234 B.C. Ltd.
James Ward, Chief Executive Officer and Director
Phone: (416) 897-2359
Email: james@wardfinancial.ca
Reader Advisories
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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 disclosure 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless they are registered under the United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable exemption from such U.S. registration requirements is available. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
All information contained in this news release with respect to the Company, RTRS, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on RTRS for any information concerning such party.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the proposal to complete the Proposed Transaction and associated transactions (including the Merger, the Amalgamation, the Concurrent Financing and the Bridge Financing), statements regarding the terms and conditions of the Proposed Transaction and the Concurrent Financing, the use of proceeds therefrom, the business and operations of RTRS and the Resulting Issuer, approval of regulatory bodies including the TSXV. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the delay or failure to receive board, shareholder, court or regulatory approvals; changes in general economic conditions or conditions in the financial markets; changes in laws, and the ability to obtain financing as required; and other risk factors as detailed from time to time. The foregoing list of material risk factors and assumptions is not exhaustive. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company and RTRS assume no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change. The statements in this news release are made as of the date of this release.
Not for distribution to U.S. newswire services or for release publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
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