13171229 B.C. Ltd. and Launchit Solutions Inc. Announce Execution of Business Combination Agreement and Launchit’s Concurrent Financing

/EIN News/ -- VANCOUVER, British Columbia, June 13, 2025 (GLOBE NEWSWIRE) -- 1317229 B.C. Ltd. (“131” or the “Company”) and Launchit Solutions Inc. (“Launchit”) are pleased to announce that the Company, Launchit and 1001240330 Ontario Inc. (“Subco”), a wholly-owned subsidiary of the Company, have entered into a business combination agreement dated June 12, 2025 (the “Business Combination Agreement”) pursuant to which the Company will acquire Launchit by way of a three-cornered amalgamation, which will result in the reverse takeover of 131 by Launchit (the “Proposed Transaction”). Upon completion of the Proposed Transaction, the Company will continue to carry on the business of Launchit (thereafter referred to as the “Resulting Issuer”).

Terms of Proposed Transaction

Under the terms of the Business Combination Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Subco and Launchit will amalgamate, and the resulting amalgamated entity will survive as a wholly-owned subsidiary of the Company. Immediately prior to or concurrently with closing of the Proposed Transaction, the Company is expected to change its name to “Launchit Solutions Ltd.” or such other name as is determined by Launchit and the TSX Venture Exchange (the “TSXV”) and complete the Concurrent Financing (as described below).

Pursuant to the terms of the Business Combination Agreement, completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and approval of the TSXV, for the listing of the common shares of the Resulting Issuer (the “Resulting Issuer Shares”), including the satisfaction of its initial listing requirements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. In addition, immediately prior to or concurrently with closing of the Proposed Transaction, 131 is expected to consolidate (the “Consolidation”) all of its issued and outstanding common shares (each, a “131 Share”) on the basis of one (1) post-Consolidation 131 Share for approximately 2.47 pre-Consolidation 131 Shares, and Launchit is expected to complete a stock split (the “Split”) of all of its issued and outstanding Launchit Common Shares (as described below) and Class B non-voting common shares (collectively, the “Launchit Shares”) on the basis of one (1) post-Split Launchit Share for 2.5 pre-Split Launchit Shares.

Jamie Harsevoort, Chief Executive Officer of Launchit stated, “entering into the Business Combination Agreement with 131 represents a significant milestone for Launchit in its ongoing journey to become a publicly traded company in Canada. 131 has been great to work with throughout the course of this journey and we look forward to working hard to complete the business combination in the near future.”

A listing statement in connection with the proposed transaction and listing of the Resulting Issuer Shares on the TSXV will be prepared and filed in accordance with the policies of the TSXV.

Concurrent Financing

In connection with the Proposed Transaction, Launchit is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (“Haywood”) and Centurion One Capital Corp., as a co-lead agents (the “Co-Lead Agents”), to complete a commercially reasonable efforts brokered private placement of a minimum of 7,500,000 subscription receipts of Launchit (the “Launchit Subscription Receipts”) at a price of $0.40 per Launchit Subscription Receipt (the “Issue Price”), for minimum gross proceeds to Launchit of $3,000,000 (the “Concurrent Financing”).

The Company has granted the Co-Lead Agents an option, exercisable in whole or in part, 48 hours prior to the Closing Date (as defined herein), to increase the size of the Concurrent Financing by selling such number of additional Launchit Subscription Receipts that is equal to 15% of the Launchit Subscription Receipts sold under the Concurrent Financing.

Upon satisfaction of the Escrow Release Conditions (as hereinafter defined), each Launchit Subscription Receipt will automatically convert, without any further action of the holder thereof, immediately prior to the effective time of the amalgamation, into one unit of Launchit (each a “Launchit Unit”). Each Launchit Unit will be comprised of one Class A voting common share of Launchit (each a “Launchit Common Share”) and one common share purchase warrant of Launchit (each a “Launchit Warrant”). Each Launchit Warrant will entitle the holder to acquire a Launchit Common Share at a price of $0.60 at any time prior to the 60-month anniversary of the date on which the final bulletin is issued by the TSXV announcing approval of the Proposed Transaction, subject to adjustment and acceleration in accordance with the warrant indenture governing the Launchit Warrants to be entered into among 131, Launchit and Odyssey Trust Company, as warrant agent. Upon completion of the Proposed Transaction, each Launchit Common Share and Class B common share of Launchit shall be exchanged for one ‎Resulting Issuer Share and each Launchit Warrant shall be exchanged for one warrant of the Resulting Issuer, exercisable for one Resulting Issuer Share on economically equivalent terms‎.

The net proceeds from the Concurrent Financing, less 50% of the Cash Commission (the “Escrowed Funds”) and the expenses incurred by the Co-Lead Agents in connection with the Concurrent Financing will be deposited in escrow pursuant to the terms of a subscription receipt agreement with Odyssey Trust Company (the “Subscription Receipt Agent”) on the closing of the Concurrent Financing and shall be released upon satisfaction of certain conditions (the "Escrow Release Conditions") including the completion, satisfaction or waiver of all conditions precedent necessary for the completion of the Proposed Transaction. If the Escrow Release Conditions are not satisfied prior to 120 days after the Closing Date (the “Release Deadline”), the Subscription Receipt Agent will return to the holders of Subscription Receipts an amount equal to the aggregate purchase price for the Subscription Receipts held by them and the Subscription Receipts will be cancelled and be of no further force or effect, unless such Release Deadline is otherwise extended by a period of 90 days the Co-Lead Agents, in their sole discretion and each acting reasonably, provided that the holders of the Subscription Receipts shall be entitled to request in writing, within 5 business days following the announcement of any such extension of the Release Deadline, that Launchit cancel the Subscription Receipts held by such holders and refund the aggregate subscription price paid by such holders, plus a pro rata share of any interest or other income earned on the proceeds of the Concurrent Financing (less applicable withholding tax, if any).

Launchit intends to use the proceeds of the Concurrent Financing to pay for the costs and expenses of the Proposed Transaction, including the Concurrent Financing, for operations of the business of the Resulting Issuer, and for general working capital purposes.

The Concurrent Financing will be conducted on a private placement basis pursuant applicable prospectus exemptions. Closing of the Concurrent Financing is expected to occur on or about July 16, 2025, or such other date to be agreed to by Launchit and the Co-Lead Agents (the “Closing Date”).

The securities offered have not been, nor will they be, registered under the U.S. Securities Act, as amended, or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Wildeboer Dellelce LLP is appointed as counsel for Launchit, Borden Ladner Gervais LLP is appointed as counsel for the Company and Bennett Jones LLP is appointed as counsel for the Co-Lead Agents.

About Launchit

Launchit is a private company formed under the Business Corporations Act (Ontario) on August 2, 2024. Launchit is a Canadian-based life science focused venture studio that launches and acquires innovative life science technology and is at the forefront of transforming healthcare through an obesity-focused portfolio and strategic partnerships, including partnerships with Novo Nordisk, the manufacturer of Ozempic and Wegovy, and with Shoppers Drug Mart, Canada’s largest pharmacy chain.

About the Company and 1001240330 Ontario Inc.

The Company was incorporated under the Business Corporations Act (British Columbia) on July 27, 2021. The Company is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia. None of its securities, are listed or posted for trading on any stock exchange and no public market exists for any securities of the Company. Additional information on the Company can be found by reviewing its profile on SEDAR+ at www.sedarplus.ca.

Subco is a private company incorporated under the Business Corporations Act (Ontario) on May 16, 2025, for the purpose of completing the Proposed Transaction.

For more information, please contact:

1317229 B.C. Ltd.

James Ward
Chief Executive Officer
james@wardfinancial.ca

Launchit Solutions Inc.

Jamie Harsevoort
Chief Executive Officer
jamie@launchitsolutions.ca

All information contained in this news release with respect to 131, Launchit, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and 131 and its directors and officers have relied on Launchit for any information concerning such party, and Launchit and its directors and officers have relied on 131 for any information concerning such party.

Cautionary Statements

Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “intend”, “may”, “will”, “expect”, and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current beliefs or assumptions as to the outcome and timing of such future events. In particular, this news release contains forward-looking information relating to the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction and the Concurrent Financing. Although the Company and Launchit believe in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company and Launchit can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Proposed Transaction and associated transactions, the ultimate terms of the Proposed Transaction and associated transactions differing from those that currently are contemplated, and the Proposed Transaction and associated transactions not being successfully completed for any reason (including the delay or failure to obtain the required regulatory approvals or clearances). The statements in this news release are made as of the date of this release. The Company and Launchit undertake no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Launchit, their securities, or their respective financial or operating results (as applicable).

Investors are cautioned that, except as disclosed in the listing statement 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 not in any way passed upon the merits of the Proposed Transaction and the Concurrent Financing and associated transactions and has neither approved nor disapproved the contents of this news release. Neither the 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 release.