Early Warning Report by Jenga, Roxy and RJL18 Capital

CALGARY, Alberta - Sept. 26, 2024 - PRLog -- Early Warning Reports In Accordance With National Instrument 62-103

September 17, 2024 – Jenga Corp., Roxy Capital Corp. and RJL18 Capital LP issue this press release pursuant to Part 3 – Early Warning Requirements of National Instrument 62-103 with respect to each of the following companies:  1499785 B.C. Ltd. ("SpinCo1"), 1499787 B.C. Ltd. ("SpinCo2"), 1499788 B.C. Ltd. ("SpinCo3") and 1499791 B.C. Ltd. ("SpinCo4").

On September 11, 2024, each of Jenga Corp., Roxy Capital Corp. and RJL18 Capital LP acquired 400,000 common shares of each of SpinCo1, SpinCo2, SpinCo3 and SpinCo4 for nominal consideration in connection with a statutory plan of arrangement completed by 1344344 B.C. Ltd. ("344") under the laws of British Columbia (the "Plan of Arrangement"). 344 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 344's shareholders on August 30, 2024, and 344 entered into an Arrangement Agreement on September 1, 2024, with SpinCo1, SpinCo2, SpinCo3 and SpinCo4 (collectively, the "SpinCos"), four wholly owned subsidiaries of 344 that were formed on September 1, 2024, for the purposes of the Plan of Arrangement. 344 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, 344 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.

After giving effect to the foregoing transaction, each of Jenga Corp., Roxy Capital Corp. and RJL18 Capital LP hold an aggregate of 400,000 (20.0%) common shares of the 2,000,000 issued and outstanding common shares in each of the SpinCos.

The Shares acquired by Jenga Corp., Roxy Capital Corp. and RJL18 Capital LP are for investment purposes only and Jenga Corp., Roxy Capital Corp. and RJL18 Capital LP may acquire additional securities of the SpinCos, dispose of some or all of the securities that they now own or control, or may continue to hold their current positions.  The acquisition of the Common Shares issued to Jenga Corp., Roxy Capital Corp. and RJL18 Capital LP was exempted from securities legislation under Section 2.11 of National Instrument 45-106 – Prospectus and Registration Exemptions. The Common Shares of 344 and of the SpinCos are not listed on a stock exchange.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Mark Souvenir - Telephone: (242) 820-2432