13171229 B.C. Ltd. and Launchit Solutions Inc. Announce Business Combination Agreement and Concurrent Financing Initiative

Summary of Business Combination Announcement

On June 12, 2025, 1317229 B.C. Ltd. (referred to as "131"), along with Launchit Solutions Inc. ("Launchit") and 1001240330 Ontario Inc. ("Subco"), a wholly-owned subsidiary of 131, signed a Business Combination Agreement for the acquisition of Launchit through a reverse takeover. This move aims to transition 131 into a publicly traded entity focused on the life sciences sector, primarily utilizing Launchit's portfolio.

Details of the Transaction

The acquisition will occur via a three-cornered amalgamation under Ontario law, where Subco and Launchit will combine, resulting in a new entity wholly owned by 131. Post-transaction, the business will continue under the name "Launchit Solutions Ltd." or a similar designation, pending approval from the TSX Venture Exchange (TSXV). The agreement details customary closing conditions, including regulatory approvals and adherence to initial listing requirements set by the TSXV.

As part of the transaction, 131 plans to consolidate its outstanding shares, with a conversion rate of one post-consolidation share for every approximately 2.47 pre-consolidation shares. Concurrently, Launchit will implement a stock split of its shares at a ratio of 1 to 2.5.

Jamie Harsevoort, CEO of Launchit, expressed optimism about the merger, highlighting it as a major milestone in Launchit's evolution into a publicly traded company in Canada.

Concurrent Financing

In relation to the business combination, Launchit has entered an agreement with Haywood Securities Inc. and Centurion One Capital Corp. to conduct a brokered private placement of at least 7.5 million subscription receipts at $0.40 each, aiming to raise a minimum of $3 million. The Co-Lead Agents have the option to increase this offering by 15% prior to closing.

Each subscription receipt will convert into a Launchit Unit, comprising one common share and one warrant entitling the holder to purchase additional shares at $0.60 within five years. The net proceeds from this financing will cover transaction costs, support daily operations of the newly formed entity, and provide working capital.

The proceeds will be held in escrow until certain conditions are satisfied, including the completion of the business transaction. Should these conditions not be met within 120 days, funds will be returned to the investors.

Corporate Background

Launchit, established on August 2, 2024, focuses on launching and acquiring innovative life science technologies, particularly in obesity management, and has strategic partnerships with major firms like Novo Nordisk and Shoppers Drug Mart. In contrast, 131 was incorporated on July 27, 2021, primarily serving as the reporting issuer for its region.

Cautionary Notes

The announcement includes forward-looking statements regarding the Proposed Transaction's success and timing, emphasizing that actual results could differ due to various risks, including regulatory challenges and the possibility of not completing the transaction as planned.

Investors are advised that any potential investment offerings will not be registered under U.S. securities laws and cannot be sold in the U.S. without compliance.

In summary, this business combination and concurrent financing marks a significant step for both companies in their strategic growth and aims for successful public trading following regulatory approvals and completion of associated financial arrangements.