1344344 B.c. Ltd. Completes Plan Of Arrangement

CALGARY, Alberta - Sept. 12, 2024 - PRLog -- 1344344 B.C. LTD., 1499785 B.C. LTD.; 1499787 B.C. LTD., 1499788 B.C. LTD.; AND  1499791 B.C. LTD. COMPLETE PLAN OF ARRANGEMENT

Calgary, AB (September 12, 2024) – 1344344 B.C. LTD. ("344" or the "Company"), an unlisted reporting issuer, and each of the SpinCos (as defined herein) wishes to announce that further the Company's press release dated July 19, 2024, the Company has completed a statutory plan of arrangement under the laws of British Columbia (the "Plan of Arrangement"). The Company obtained an Interim Order from the Supreme Court of British Columbia on July 31, 2024, pursuant to which it held an annual and special meeting of its shareholders on August 30, 2024.

The Plan of Arrangement was approved by the Company's shareholders on August 30, 2024, and the Company entered into an Arrangement Agreement on September 1, 2024, with 1499785 B.C. Ltd. ("SpinCo1"), 1499787 B.C. Ltd. ("SpinCo2"), 1499788 B.C. Ltd. ("SpinCo3") and 1499791 B.C. Ltd. ("SpinCo4") (collectively, the "SpinCos"), four wholly owned subsidiaries of the Company that were formed on September 1, 2024, for the purposes of the Plan of Arrangement.

The SpinCos were formed in order to create new non-listed public entities (reporting issuers in British Columbia and Alberta) that will be positioned to take advantage of targeted opportunities in different industries and geographic locations.

The Company obtained a Final Order from the Supreme Court of British Columbia on September 4, 2024, allowing it to proceed with the Plan of Arrangement, which was completed effective September 11, 2024.

Pursuant to the Plan of Arrangement, the Company completed a reorganization of its share capital and exchanged shares currently held by its shareholders on the basis of:  (a) one new common share of the Company; and (b) 55.5555 shares of each of SpinCo1, SpinCo2, SpinCo3 and SpinCo4, for each common share currently held by its shareholders.

In addition, in connection with the Plan of Arrangement, each SpinCo will receive $20,000 cash from the Company by way of a non-interest bearing, unsecured promissory note due five (5) years from the date of issue, which is expected to be September 16, 2024. The funds are expected to be sufficient to carry on basic operations of each of the SpinCos for a period of twelve months, but additional funds will be needed in order for each SpinCo to identify and evaluate corporations, businesses or assets for acquisition.

Further materials and information are available for review and/or download under the profiles of the Company and the SpinCos on www.sedarplus.ca.

FOR FURTHER INFORMATION, PLEASE CONTACT:
Mark Souvenir, CEO for the Company and each of the SpinCos
Telephone: (242) 820-2432

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 the securities in any state in which such offer, solicitation or sale would be unlawful.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.