TradeWind Markets, Inc. And 1290439 B.C. Ltd. Announce Letter Agreement for Reverse Takeover Transaction


Mississauga, Ontario–(Newsfile Corp. – September 15, 2021) – 1290439 B.C. Ltd. (the “Company“) and TradeWind Markets, Inc. (“TradeWind“), a financial technology company that improves how precious metals are traded, settled, and managed, are pleased to announce they have entered into a binding letter agreement dated September 12, 2021 (the “Letter Agreement“) which sets forth, in general terms, the basic terms and conditions upon which TradeWind and the Company will combine their business operations resulting in a reverse takeover (“RTO“) of the Company by TradeWind.

Pursuant to the terms of the Letter Agreement, it is intended that TradeWind and the Company will enter into a business combination by way of an amalgamation, merger, arrangement, takeover bid, share purchase or other similar form of transaction or series of transactions that have a similar effect (the “Transaction“). The final structure of the business combination is subject to receipt by the parties of tax, corporate and securities law advice and will be agreed to pursuant to the definitive transaction documents expected to be executed in short term. The issuer resulting from the Transaction (the “Resulting Issuer“) will carry on the business currently carried on by TradeWind. It is anticipated that upon completion of the Transaction the board and management team of the Resulting Issuer will be comprised of nominees of TradeWind. TradeWind and the Company intend to apply to list the common shares of the Resulting Issuer on the TSX Venture Exchange (the “TSXV“). There can be no assurance that the common shares of the Resulting Issuer will begin trading as contemplated, or at all, and neither TradeWind or the Company makes any representations that trading will occur.

When a definitive agreement between the Company and TradeWind is executed, the Company and TradeWind will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Transaction. Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory and other approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

Further information

The Company and TradeWind will provide further details in respect of the Transaction in due course by way of press release. The Company and TradeWind will make available all information as required by applicable regulatory authorities and will provide, in a press release to be disseminated at a later date, the required disclosure. All information contained in this press release with respect to the Company and TradeWind 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Investors are cautioned that, except as disclosed in the listing application 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 Company should be considered highly speculative.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

For more information, please contact:

1290439 B.C. LTD. 

Michael Lerner, CEO
Telephone: 416-710-4906

TradeWind Markets, Inc.

Michael Albanese, CEO
Telephone: 646.793.9120

Cautionary Statements Regarding Forward-Looking Information

This news 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 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”, and 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 terms and conditions of the Transaction, the business and operations of TradeWind and the Resulting Issuer; the constitution of the Resulting Issuer’s board and management teams; and the trading and listing of the Resulting Issuer shares as the case may be. 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 board, shareholder, court 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 news release. Except as required by law, TradeWind and the Company assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.


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