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.
VANCOUVER, BC / ACCESS Newswire / October 14, 2026 / 1317234 B.C. Ltd. ("234 BC" or the "Company") and RTRS Technologies Inc. ("RTRS") are pleased to announce, further to their joint news release dated September 11, 2026, the launch of a brokered private placement offering (the "Offering") by 1600916 B.C. Ltd. ("Finco"), a wholly-owned subsidiary of the Company, of up to 5,000,000 subscription receipts of Finco (the "Subscription Receipts") at a price of C$1.00 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of up to C$5,000,000.
The Offering is being conducted on a "commercially reasonable best efforts" agency basis by Haywood Securities Inc. (the "Agent"). Finco has granted the Agent an option (the "Agent's Option"), exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering, to increase the size of the Offering by up to an additional 15% of Subscription Receipts on the same terms as the Offering, for additional gross proceeds of up to C$750,000.
The Offering is being completed in connection with the previously announced proposed business combination transaction (the "Proposed Transaction") among the Company, RTRS, RTRS Holdings Inc. ("Merger Subco"), Finco and 1600919 B.C. Ltd. ("Finco Subco") pursuant to a merger agreement dated September 11, 2026 (the "Merger Agreement"). The Proposed Transaction will be completed by way of (i) the merger of Merger Subco with and into RTRS under the Delaware General Corporation Law, resulting in the reverse takeover of the Company by RTRS, and (ii) the amalgamation of Finco and Finco Subco under the Business Corporations Act (British Columbia) (the "Amalgamation"). Upon completion of the Proposed Transaction, the Company (the "Resulting Issuer") is expected to change its name to "NFTR Technologies Inc." or such other name as may be determined, and to continue the business of RTRS, and it is anticipated that the subordinate voting shares of the Resulting Issuer will be listed on the TSX Venture Exchange (the "TSXV"). Further details regarding the Proposed Transaction are set out in the joint news release of the Company and RTRS dated September 11, 2026, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Terms of the Offering
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 on or before the closing of the Offering among Finco, 234 BC, RTRS, the Agent and a licensed Canadian trust company or other escrow agent mutually acceptable to Finco and the Agent, each acting reasonably (the "Escrow Agent").
Upon satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt will automatically convert, without payment of any additional consideration and without further action on the part of the holder thereof, into one unit of Finco (each, a "Finco Unit"). Each Finco Unit will consist of one common share in the capital of Finco (each, a "Finco Share") and one common share purchase warrant of Finco (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Finco Share at a price of C$1.50 per Finco Share for a period of 60 months from the date on which the TSXV issues its final bulletin announcing its acceptance of the Proposed Transaction.
Upon completion of the Proposed Transaction, the securities comprising the Finco Units will be exchanged pursuant to the Merger Agreement as follows:
(a) in the case of holders who are not resident in the United States, (i) each Finco Share will be exchanged for one subordinate voting share of the Resulting Issuer (each, a "Resulting Issuer Subordinate Voting Share"), and (ii) each Warrant will be exchanged for one share purchase warrant of the Resulting Issuer exercisable into one Resulting Issuer Subordinate Voting Share on terms equivalent to those of the Warrant; and
(b) in the case of holders who are resident in the United States, (i) each Finco Share will be exchanged for one-twentieth (1/20) of one multiple voting share of the Resulting Issuer (each whole share, a "Resulting Issuer Multiple Voting Share"), and (ii) each Warrant will be exchanged for one-twentieth (1/20) of one share purchase warrant of the Resulting Issuer, with each whole warrant exercisable into one Resulting Issuer Multiple Voting Share on terms equivalent to those of the Warrant, except that the exercise price will be twenty (20) times the exercise price of the Warrant.
Each Resulting Issuer Multiple Voting Share will be convertible at the option of the holder (subject to certain limitations) into twenty (20) Resulting Issuer Subordinate Voting Shares and will carry the right to twenty (20) votes at each meeting of the shareholders of the Resulting Issuer. 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.
Escrow of Proceeds
The gross proceeds of the Offering, less (i) 50% of the Agent's Fee (as defined below), (ii) the applicable tax payable by Finco on the Corporate Finance SRs (as defined below), and (iii) the expenses of the Agent incurred in connection with the Offering (the "Escrowed Proceeds"), will be delivered to and held by the Escrow Agent and invested pursuant to the terms of the Subscription Receipt Agreement. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to in this news release as the "Escrowed Funds".
The Escrowed Funds (less the remaining 50% of the Agent's Fee, together with any pro rata interest earned thereon, and any expenses of the Agent not previously paid) will be released to Finco, or as Finco may direct, upon satisfaction of the following conditions on or before 5:00 p.m. (Toronto time) on the date that is 90 days following the closing date of the Offering (the "Escrow Deadline") (collectively, the "Escrow Release Conditions"):
(a) the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction, other than the release of the Escrowed Funds, to the sole satisfaction of the Agent, acting reasonably;
(b) the receipt of all required court, shareholder and regulatory approvals, as applicable, including the approval of the TSXV, required in connection with (i) the Proposed Transaction, and (ii) the conditional approval of the TSXV for the listing of the Resulting Issuer Subordinate Voting Shares (subject only to standard listing conditions);
(c) Finco not having committed any material breach of the engagement letter between Finco and the Agent or the agency agreement to be entered into in connection with the Offering that has not been cured within five (5) days of written notice from the Agent; and
(d) Finco, 234 BC and the Agent having delivered a joint release notice to the Escrow Agent confirming that the conditions set forth above have been met or waived.
If the Escrow Agent does not receive the release notice on or prior to the Escrow Deadline, or if, prior to such time, Finco or 234 BC advises the Agent and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts will be null and void and of no further effect and the Escrow Agent will return the Escrowed Funds to the holders of the Subscription Receipts on a pro rata basis. Finco and 234 BC have agreed to be jointly and severally liable to the holders of the Subscription Receipts for any shortfall between the aggregate Issue Price paid by the original purchasers of the Subscription Receipts and the amount of the Escrowed Funds.
Agent Compensation
In consideration for its services in connection with the Offering, Finco has agreed to pay the Agent a cash fee (the "Agent's Fee") equal to 6.0% of the gross proceeds of the Offering (reduced to 1.0% in respect of subscriptions from purchasers on a president's list), of which (i) 50% will be paid to the Agent on the closing date of the Offering, and (ii) the remaining 50% will be deposited in escrow as part of the Escrowed Proceeds and paid to the Agent, together with any interest earned thereon, upon satisfaction of the Escrow Release Conditions. In addition, Finco will issue to the Agent compensation options (the "Compensation Options") equal to 6.0% of the number of Subscription Receipts sold under the Offering (reduced to 1.0% in respect of subscriptions from purchasers on a president's list). Each Compensation Option will entitle the holder to acquire one Finco Unit at the Issue Price for a period of 60 months following satisfaction of the Escrow Release Conditions.
In addition, on the closing date of the Offering, Finco has agreed to pay the Agent a corporate finance fee equal to 5% of the gross proceeds of the Offering, subject to a minimum of C$342,500, of which 25% will be payable in cash and 75% will be payable in compensation subscription receipts of Finco (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 will be exchanged, without payment of additional consideration, for one Finco Unit.
The securities comprising the Finco Units issuable on conversion of the Subscription Receipts, the Corporate Finance SRs and on exercise of the Compensation Options will be exchanged for securities of the Resulting Issuer pursuant to the Amalgamation, as described above.
The compensation of the Agent is subject to the policies of and the acceptance of the TSXV.
Use of Proceeds, Offering Jurisdictions and Closing
The net proceeds of the Offering are expected to be used by the Resulting Issuer to fund the Proposed Transaction, the submission and approval of an application to the U.S. Food and Drug Administration ("FDA") for 510(k) clearance of the NaturalFit device, and for general corporate and working capital purposes.
The Subscription Receipts will be offered by way of private placement in each of the provinces of Canada, other than Quebec, and in such other jurisdictions outside of Canada as may be mutually agreed by Finco and the Agent, in each case pursuant to applicable exemptions from the prospectus and registration requirements. The Subscription Receipts may also be offered in the United States and to, or for the account or benefit of, U.S. persons on a private placement basis to "accredited investors" (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) and to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) that are also accredited investors, in reliance upon Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder and similar exemptions under applicable state securities laws. Securities issued in the United States or to U.S. persons will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act.
The Offering is expected to close on such date as Finco and the Agent may agree, each acting reasonably. Closing of the Offering is subject to customary closing conditions, including the execution of an agency agreement between Finco, 234 BC, RTRS and the Agent.
As Finco is not a reporting issuer in any jurisdiction of Canada, the Subscription Receipts, the Compensation Options, the Corporate Finance SRs and the securities issuable on conversion or exercise thereof will be subject to an indefinite hold period under National Instrument 45-102 - Resale of Securities ("NI 45-102"). The securities of the Resulting Issuer to be issued in exchange for such securities upon completion of the Proposed Transaction are not expected to be subject to a statutory hold period under NI 45-102, subject to any resale restrictions or escrow requirements that may be imposed under the policies of the TSXV.
Additional Information
Further details about the Proposed Transaction, the Offering and the Resulting Issuer will 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. RTRS 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: (604) 227- 5699
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 Offering and 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 Offering or 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 U.S. Securities Act 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 U.S. Securities Act and any applicable state securities laws, or an applicable exemption from such U.S. registration requirements is available. 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, Finco 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 Offering, including the size of the Offering, the exercise of the Agent's Option and the anticipated closing date; the satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds; the anticipated use of the net proceeds of the Offering, including the submission and approval of an FDA 510(k) application; the completion of the Proposed Transaction and associated transactions (including the Merger and the Amalgamation); the exchange of securities pursuant to the Proposed Transaction; the listing of the Resulting Issuer Subordinate Voting Shares on the TSXV; the anticipated resale restrictions applicable to securities issued under the Offering; the business and operations of RTRS and the Resulting Issuer; and the 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; the failure to complete the Offering on the terms described or at all; changes in general economic conditions or conditions in the financial markets; changes in laws; 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.
SOURCE: 1317234 B.C. LTD.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/healthcare-and-pharmaceutical/1317234-b.c.-ltd.-and-rtrs-technologies-inc.-announce-launch-of-broke-1236706
