Vancouver, British Columbia--(Newsfile Corp. - September 21, 2026) - Northwind Exploration Inc. ("Northwind"), a private company incorporated under the federal laws of Canada with mineral exploration assets in Papua New Guinea, is pleased to announce that it has entered into an amalgamation agreement dated September 21, 2026 (the "Agreement") with 1510450 B.C. Ltd. ("450" or the "Company"), an unlisted reporting issuer in British Columbia and Alberta.
Pursuant to the Agreement, Northwind and 450 will complete a three-cornered amalgamation (the "Transaction"), following which the resulting issuer (the "Resulting Issuer") will continue as a reporting issuer and own 100% of the Northwind business.
In connection with the completion of the Transaction, 450 will change its name to "Northwind Exploration Ltd." (or such other name as determined by Northwind). The Resulting Issuer's common shares will be listed and posted for trading on the TSX Venture Exchange (the "Exchange"), subject to the Resulting Issuer fulfilling all of the listing requirements of the Exchange.
Overview of Northwind Exploration
Northwind, through its wholly owned Papua New Guinea subsidiary, holds a 100% interest in the Uasilau Prospect (the "Property"), located in Papua New Guinea. The Property is situated within a highly prospective gold-copper region that hosts several significant mines and exploration projects, including Barrick Gold's Porgera Gold Mine, K92 Mining's Kainantu Gold Mine and Great Pacific Gold's Wild Dog Project.
Northwind intends to leverage its team's extensive experience operating and advancing mineral exploration projects in Papua New Guinea to systematically evaluate the Property and advance priority targets toward drilling. The Company's initial exploration strategy will focus on refining high-priority gold and copper targets through geological, geochemical and geophysical work, with the objective of defining drill-ready targets.
Transaction Summary
Prior to closing of the Transaction, 450 will complete a continuance from the Province of British Columbia to the Province of Ontario and a three-to-one (3:1) share consolidation (the "Adjustment") such that 450 will have an aggregate of 3,333,333 common shares outstanding on a post-Adjustment basis. Following the Adjustment and as part of the Transaction, Northwind shareholders will receive one Resulting Issuer common share for each three Northwind common shares. It is anticipated that the Transaction will proceed as a three-cornered amalgamation, with Northwind amalgamating with a newly incorporated wholly owned subsidiary of 450 with the result that the Resulting Issuer will be a parent company of the successor entity to Northwind following the amalgamation, however, the final structure of the Transaction is subject to tax and legal considerations. The Transaction is an arm's length transaction. Completion of the Transaction is conditional on, among other matters, the approval of the shareholders of Northwind, the conditional approval for the listing of the Resulting Issuer's common shares on the Exchange, the completion of the continuance and share consolidation of 450, the completion of a concurrent financing by Northwind, the execution and delivery of voting support agreements by the seed shareholders of 450, and satisfaction of other customary closing conditions.
Proposed Management and Directors of Resulting Issuer
The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the Resulting Issuer.
Andrew Stewart, CEO and Director
Dr. Stewart is an exploration geologist with over 25 years' experience in mineral exploration; primarily focused on project generation, project evaluation and exploration strategy development throughout Asia and Eastern Europe. Dr. Stewart has particular expertise in porphyry copper-gold and epithermal gold deposits but has worked across a diverse range of commodities. He has previously worked for Ivanhoe Mines, Vale, Oxiana and Xanadu Mines and during this time Dr. Stewart held various technical and management positions, and has been involved in several greenfields discoveries. He holds a BSc (Hons) from Macquarie University and a PhD from the Centre of Ore Deposits and Exploration Studies at the University of Tasmania. He is a member of the Society of Economic Geologists and Member of the Australian Institute of Geoscientists.
Alec Rowlands, Executive Chairman
Mr. Rowlands is a veteran of Canadian capital markets spanning over 30 years accumulating a vast knowledge advising and financing Canadian and international resource companies. Since 2010, Mr. Rowlands has been an active investor/advisor to many Canadian mining companies including Auryx Gold, Cardinal Resources, Churchill Resources and Asante Gold. He was a Managing Director of First Marathon Securities in London UK from 1990-1995 largely focused on funding and marketing Canadian mining companies throughout Europe. From 1995-1999 he acted as a Managing Director of Gordon Capital (USA) in New York with further brief stints at Yorkton Securities and Loewen Ondaatje McCutcheon before Westward Partners in Toronto, focused on coverage of dedicated US mining funds. Over the years involved in dozens of transactions including some of the largest and most successful miners though that period.
Michele Muscillo, Director
Michele is a Partner specializing in corporate law with HopgoodGanim Lawyers in Brisbane, Australia. Mr. Muscillo is an admitted Solicitor and has a practice focused almost exclusively on mergers and acquisitions and capital raising. Mr. Muscillo has acted on a variety of corporate transactions including initial public offerings, takeovers and acquisitions. Mr. Muscillo has a Bachelor of Laws from Queensland University of Technology and was a recipient of the QUT University Medal.
Iain Martin, Director and Corporate Secretary
Mr. Martin is a co-founding director of Northwind and its corporate secretary. He was a Co-Founder and Director of Wild Dog Resources Inc., a company focused on the identification, acquisition and exploration of mineral properties in Papua New Guinea, which was acquired by Great Pacific Gold Ltd. (TSXV: GPAC.V) in 2023, and which he remains a board director. Mr. Martin has spent the last 5 years founding, advancing, and financing several companies with properties in Papua New Guinea (PNG) as a director and in senior management positions.
Further Information
All information contained in this press release with respect to Northwind and 450 (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, 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:
| Northwind Exploration Inc. Andy Stewart, CEO Email: andylstewart@gmail.com | 1510450 B.C. Ltd. Zachary Goldenberg, CEO Email: zach@libertyvp.co | |
| Alec Rowlands, Executive Chairman Email: alec.rowlands1@gmail.com |
Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of 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 press 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 press release, forward looking statements relate, among other things, to: the Transaction and certain terms and conditions thereof; the business of 450 or Northwind; the listing application; and shareholder and regulatory approvals. 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; and the delay or failure to receive shareholder or regulatory approvals. 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 press release. Except as required by law, neither 450 nor Northwind assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Cautionary Statement
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, the approval of the shareholders of Northwind, the completion of the continuance of 450 from British Columbia to Ontario, the completion of the share consolidation and name change by 450, the completion of the concurrent financing by Northwind, the execution and delivery of voting support agreements by the seed shareholders of 450, and if applicable, disinterested 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 management information circular or filing statement 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 the Resulting Issuer should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
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