1317225 B.C. Ltd. Announces Share Consolidation

Vancouver, British Columbia–(Newsfile Corp. – May 24, 2023) – 1317225 B.C. Ltd. (the “Company“) announces that the Company has completed a consolidation of its outstanding common shares (“Common Shares“) on the basis of one (1) new common share of the Corporation (“Post-Consolidation Share“) for every 1.148148148 Pre-Consolidation Share (the “Consolidation“). The Consolidation was approved by unanimous resolution of the Company’s shareholders on April 18, 2023.

After giving effect to the Consolidation, the Company has a total of 3,375,000 Common Shares outstanding. Fractional post-Consolidation Common Shares have not been issued to Company shareholders. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional Post-Consolidation Share, the number of Post-Consolidated Shares will be rounded up to the next greater whole number of Pre-Consolidation Share if the fractional entitlement is equal to or greater than 0.6 and shall be rounded down to the next lesser whole number of Pre-Consolidation Shares if the fractional entitlement is less than 0.6. In calculating such fractional interests, all Pre-Consolidation Shares held by a beneficial holder shall be aggregated.

In addition, the Company is pleased to announce the issuance of liquidity warrants of the Company (the “Liquidity Warrants“) to the current shareholders of the Company. The Liquidity Warrants entitle the holder to receive, for no additional consideration, such number of fully paid and non-assessable Common Shares that is equal to the number of Common Shares held by such holder, multiplied by US$0.40, in the event of a Liquidity Event (as defined in the Liquidity Warrant Certificate), upon the terms and conditions (and subject to the adjustments) set forth in Liquidity Warrants.

For further information, please contact:

1317225 B.C. LTD.
James Ward
Chief Executive Officer, Chief Financial Officer, and Director
Email: james@wardfinancial.ca

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”, an 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, the proposed listing transaction with Trees. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors 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 does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/167318