Vancouver, British Columbia--(Newsfile Corp. - July 31, 2025) - 1329308 B.C. Ltd. (the "Company") is pleased to announce that is has entered into an arm's length binding letter of intent (the "LOI") with Relief AI Inc. ("Relief AI") dated July 29, 2025 to acquire all of the issued and outstanding securities of Relief AI in connection with a proposed business combination (the "Proposed Transaction").
About Relief AI
Relief AI is a leading-edge workplace anxiety and burnout company that will allow millions of people around the world to take the first step towards seeking help in mental health issues that are rapidly growing and having a financial impact on both companies and governments, as well as on the well being of society as a whole. Relief AI is powered by N.A.I.A. (Neuro Artificial Intelligence Avatar), a robust, fully interactive, artificial intelligence created human avatar, that will have over a decade worth of data and knowledge from over 50 therapists, doctors, and life coaches already embedded in her "machine learning brain". Relief AI is a product of the Scheelen Group, a Central European pioneer in coaching and behavior analysis, that has been in operation for over 25 years as a leader in the field of company employee, leadership, and mental health solutions. The robust processes and analytical tools and solutions with the company are accredited and award winning across central Europe.
The Proposed Transaction
The Proposed Transaction will result in the Company acquiring all of the issued and outstanding common shares of Relief AI by way of a three-cornered amalgamation (or other similarly structured transaction) with Relief AI amalgamating with a wholly-owned subsidiary of the Company to form an amalgamated company ("Amalco"). Amalco will be a wholly-owned subsidiary of the Company carrying on the business of Relief AI. Upon completion of the Proposed Transaction, the Company will change its name to "Relief AI Inc." or a name substantially similar to such name as agreed to between the Company and Relief AI (the "Name Change").
As a result of the Proposed Transaction, each common share of Relief AI will be exchanged for one common share in the resulting issuer (the "Resulting Issuer") following completion of the Proposed Transaction (each, a "Resulting Issuer Share"). Each outstanding option and each outstanding warrant of Relief AI will be exchanged for an option or a warrant, as applicable, to acquire one Resulting Issuer Share, on the same economic terms.
Prior to the completion of the Proposed Transaction, the Company shall consolidate its 22,590,750 common shares on the basis of one (1) post-consolidation Company Share for every 9.0363 pre-consolidation common shares (the "Consolidation").
Upon completion of the Proposed Transaction, the board of directors of the Resulting Issuer is expected to consist of nominees identified by Relief AI. The current management team of Relief AI will become the management of the Resulting Issuer. Further details regarding the proposed directors and officers will be announced upon the execution of a definitive agreement.
The Proposed Transaction remains subject to the Company and Relief AI negotiating and entering into a definitive agreement (the "Definitive Agreement").
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to:
Execution of the Definitive Agreement;
The completion of the Consolidation;
The completion of the Name Change;
Receipt of all necessary regulatory, corporate and shareholder approvals;
No adverse material change in the business, affairs, financial condition or operations of either the Company or Relief AI;
No legal proceeding or regulatory actions or proceedings against either the Company or Relief AI;
Receipt of resignations and the entering into of a mutual release from and with each of the current officers and directors of the Company; and
Material compliance by the parties with the terms of the LOI, except as superseded by the Definitive Agreement.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or other similar 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.
Additional Information
Further updates regarding the Proposed Transaction will follow in subsequent press releases of the Company.
All information contained in this press release with respect to the Company and Relief AI was supplied for inclusion herein by the respective parties 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:
Jen Thor
President and Chief Executive Officer
Tel: (416) 361-2820
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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