Toronto, Ontario--(Newsfile Corp. - September 14, 2026) - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") announces that further to its press release issued on May 26, 2026, it has entered into a Share Exchange Agreement dated September 11, 2026 (the "Share Exchange Agreement") with SNFLWR Investment Corporation (the "SNFLWR"), a private company incorporated and existing under the laws of the Province of British Columbia, pursuant to which Trillium will acquire all the issued and outstanding shares of SNFLWR (the "SNFLWR Shares"). The Transaction (as defined herein) is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 of the TSX Venture Exchange (the "TSXV")).
Upon completion of the Transaction, it is anticipated that Trillium (referred to as the "Resulting Issuer" as of completion of the Transaction) will be a Tier 2 Issuer on the TSXV. Following closing of the Transaction, the Resulting Issuer anticipates changing its name to "Watershed Commercial Real Estate Corp." or such other name as the board of directors of the Resulting Issuer may determine. Following the completion of the Transaction, the Resulting Issuer will target value-add commercial and industrial assets across Canada. The Resulting Issuer's platform will seek to acquire and partner on existing properties (tax-efficient asset vend-ins, joint ventures, or otherwise), increase net asset value (NAV) through repositioning and leasing, and pursue pre-leased build-to-suit development where new construction meets the Resulting Issuer's investment criteria.
Trading of the common shares of Trillium ("Trillium Shares") is halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed and accepted by the TSXV and permission to resume trading is obtained from the TSXV.
All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise.
The Qualifying Transaction
Pursuant to the Share Exchange Agreement, and subject to the satisfaction of certain conditions precedent, Trillium will acquire the SNFLWR Shares in consideration for the issuance of an aggregate of 81,000,000 Trillium Shares (the "Consideration Shares") at a deemed price of $0.05 per Consideration Share. The Consideration Shares will be issued to the holders of the SNFLWR Shares on a pro rata basis.
Following completion of the Transaction, SNFLWR will become a wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer shall become the exclusive owner of the Real Estate Asset (as defined herein). The Resulting Issuer's primary business will be that of commercial real estate development, management, and operations.
The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as such term is defined in Policy 2.4 of the TSXV) and there is no finder's fee payable in connection with the Transaction.
Conditions of Transaction
The completion of the Transaction is subject to a number of conditions precedent, including but not limited to a satisfactory due diligence review by each party, receipt of all necessary corporate approvals of each of Trillium and SNFLWR, obtaining necessary third party approvals, SNFLWR obtaining a suitable valuation report for the Real Estate Asset, TSXV acceptance of the Transaction and listing of the shares of the Resulting Issuer (the "Resulting Issuer Shares"), and preparation and filing of a filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction in accordance with the policies of the TSXV. There can be no assurance that the Transaction will be completed as proposed, or at all.
Information About SNFLWR Investment Corporation
SNFLWR is a British Columbia-based real estate development and management company, and the exclusive and registered owner of the real property located at 2324 Government Street, Penticton, BC V2A 4W6 (the "Real Estate Asset"). Upon completion of construction, the Real Estate Asset will consist of a three-building light industrial campus totalling approximately 40,200 sq. ft. of interior leasable area plus yard areas. Currently, one building (approximately 25,200 sq. ft.) is complete and generating rental revenue, with Building 2 (11,000 sq. ft.) fully pre-leased and expected to commence construction imminently and Building 3 (4,000 sq. ft.) in the development phase. SNFLWR acquired the Real Estate Asset in March 2024 for $4.3 million. Through capital improvements and leasing efforts, the Real Estate Asset is estimated to generate positive net operating income annually on a triple-net rent basis, with contract rental rate increases over lease terms.
Concurrent Private Placement
The parties intend to complete a concurrent private placement (the "Private Placement") for such amount as to be agreed to between the parties or required by the TSXV to meet the listing requirements pursuant to Policy 2.4. Proceeds are expected to be used to fund the Resulting Issuer's platform operations, working capital, and the continued development of the Real Estate Asset. Further disclosure of the terms and conditions of the Private Placement will be provided upon the settlement of the terms and conditions thereof between the parties.
Insiders of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five nominees, three appointed by SNFLWR and two appointed by Trillium. Currently, three of the directors of the Resulting Issuer are anticipated to be: (i) Jeremy Dawn; (ii) Kelly Hanczyk; and (iii) Theodore Manziaris. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Transaction, anticipated to include Jeremy Dawn, Chief Executive Officer and Robert Morin as Chief Financial Officer and Corporate Secretary of the Resulting Issuer. The remaining two directors will be determined by SNFLWR, at which point the Company will provide a further update on such appointments.
Biographies of each anticipated director and officer are provided below:
Jeremy Dawn
Jeremy Dawn resides in the Central Okanagan region of British Columbia. Mr. Dawn is the founder and Chief Executive Officer of SNFLWR Investment Corporation. SNFLWR is a commercial and industrial real estate developer and manager focused on the acquisition, repositioning and development of underutilized assets. Under Mr. Dawn's direction, SNFLWR acquired the Real Estate Asset, a vacant former manufacturing facility in Penticton, British Columbia, and is redeveloping it into a multi-building light industrial campus. Prior to founding SNFLWR, Mr. Dawn held progressively senior roles at Mission Group, a British Columbia based mixed use real estate developer, serving in Director and Vice President roles. In those roles he was responsible for acquisitions, commercial leasing, partnerships, business development and capital raising. Before joining Mission Group, Mr. Dawn was Vice President, Real Estate at Deloitte in Calgary, Alberta, where he provided real estate advisory services to public and private companies, governments, real estate investment trusts, pension funds, private equity firms, family offices and developers, including transaction advisory, valuation, consulting, audit support and restructuring engagements. Mr. Dawn began his career at Barclay Street Real Estate Ltd. in Calgary, Alberta, where he was a member of the firm's investment sales and leasing team. He was formerly a licensed real estate broker in the Province of Alberta. Mr. Dawn is Vice President of the board of directors of the Penticton Industrial Development Association and an elected member of the Advisory Council of the Central Okanagan Economic Development Commission. He served as an Entrepreneur in Residence with Purppl, a Kelowna based social enterprise accelerator, and also on the Real Estate Sector Advisory Committee of Calgary Economic Development. He holds a Bachelor of Management degree from the University of British Columbia. Robert Morin
Robert Morin
Robert Morin is a resident of Kelowna, British Columbia. Mr. Morin is a Chartered Professional Accountant (CPA, CA) with more than 20 years of senior executive, finance, capital markets and corporate governance experience, including extensive experience with publicly traded companies. Mr. Morin has served as Chief Financial Officer of Pomeroy Lodging LP, Mission Group Enterprises Ltd., Porte Communities and Stober Group, where his responsibilities included development financing, acquisitions and dispositions, private equity fund formation, institutional capital partnerships, asset management, financial reporting and strategic planning. His real estate experience spans commercial, industrial, residential and hospitality assets, including condominium, rental, office, retail and hotel developments. Prior to that, Mr. Morin was Vice-President Finance and Treasurer of Trinidad Drilling Ltd. (formerly TSX: TDG), Vice-President Finance of Newalta Corporation (formerly TSX: NAL), and held a senior finance role with Precision Drilling Corporation (TSX: PD), where his responsibilities included public company reporting, capital markets, strategic planning, acquisitions and divestitures, and corporate finance. Mr. Morin holds a Bachelor of Commerce degree from the University of Alberta and is a member of CPA British Columbia and CPA Alberta. Kelly Hanczyk
Kelly Hanczyk
Kelly Hanczyk is a resident of Oakville, Ontario. Mr. Hanczyk is the Chief Executive Officer and a trustee of Nexus Industrial REIT, prior to being appointed to his current position, he was the President, Chief Executive Officer and a director of Edgefront Realty Corp., a predecessor to Edgefront REIT, from July 2012 to January 2014. Prior to that he was the Chief Executive Officer and a trustee of TransGlobe Apartment Real Estate Investment Trust (a TSX listed real estate investment trust) overseeing its growth from its Initial Public Offering to over $1 billion in market capitalization. Mr. Hanczyk was also the Chief Executive Officer of TransGlobe Investment Management Ltd. (a real estate management company) from November 2009 to September 2011 and prior to his appointment as Chief Executive Officer, he held the positions of Chief Operating Officer and Senior Vice President of Asset Management within the TransGlobe group of companies. From September 2006 to October 2007, Mr. Hanczyk was the Vice President of Asset Management for Whiterock Real Estate Investment Trust (a TSX listed real estate investment trust). Prior to that, he was the Director of Operations and Leasing for Summit Real Estate Investment Trust (another TSX listed real estate investment trust). Mr. Hanczyk has extensive experience in all disciplines of commercial and residential real estate including corporate strategy, leasing, development, acquisitions and dispositions, financing, property management and asset management. He obtained a Bachelor of Business Administration degree from Acadia University.
Theodore Manziaris
Theodore (Ted) Manziaris resides in Toronto, Ontario. Mr. Manziaris was a co-founder of Canadian based, Turtle Island Recycling Corporation, which was acquired by GFL Environmental in 2011. Mr. Manziaris was also a founder of Edgefront REIT, a publicly traded company on the TSXV which has now evolved into Nexus REIT. Mr. Manziaris also was a co-founder of Toronto's largest real-estate brokerage firm, Right at Home Realty. He continues to dedicate himself to new business ventures including partnering into the 32nd NHL Hockey Franchise in Seattle WA and purchasing GP8 Oxygen Water in Toronto. Mr. Manziaris is an avid contributor to many charitable organizations in Canada and founded The Toronto Greek Film Retrospective in 2010. He holds a Bachelor of Arts degree from the University of Western Ontario and Doctor of Laws (Hon) from Assumption University in Windsor Ontario. Mr. Manziaris has extensive public company experience, including mergers and acquisitions, financing, and corporate governance.
The Financial Statements of the Property
The financial statements of SNFLWR are currently being generated and the parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4.
Additional Information
Additional information with respect to the Real Estate Asset and the Transaction will be included in Trillium's filing statement to be filed in connection with the Transaction, which will be available under Trillium's SEDAR+ profile at www.sedarplus.ca.
About Trillium Acquisition Corp.
Trillium is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Cautionary Note
Completion of the Transaction is subject to several conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
The Trillium Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Trillium is a reporting issuer in Alberta, British Columbia, and Ontario.
Forward-Looking Statements
Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include information relating to the business plans of the Resulting Issuer, the completion of the Private Placement and the Transaction, the appointment of the directors and officers of the Resulting Issuer, and completion of the closing conditions described above, including receipt of approval from the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:
- there is no assurance that the Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
- there is no assurance that Trillium and SNFLWR will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction); and
- the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
Additional information identifying risks and uncertainties is contained in filings by Trillium with the Canadian securities regulators, which filings are available at www.sedarplus.ca.
Trillium assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to Trillium.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Kelly Hanczyk, Chief Executive Officer
Email: kellyhanczyk@yahoo.ca
Phone Number: 416.906.2379
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