Three multi-family Residential Properties located in Calgary, Alberta entered into a business combination agreement to acquire Trillium Acquisition Corp. (TSXV:TCK.P) for CAD 16.3 million in a reverse merger transaction on May 17, 2024. Pursuant to the business combination agreement, Trillium Acquisition Corp. will acquire three multi-family residential properties located in Calgary, Alberta (collectively, the ?Real Property Assets?) in consideration for an aggregate cash payment in the amount of CAD 14,500,000 (subject to the approval of the TSXV, Trillium shall make an aggregate cash payment of CAD 250,000 to the Corporate Vendors, Bankview1827 Investment Corp., Capitol Hill 1426 Development Corp., and Sunalta 1509 Development Corp., representing a refundable deposit for the purchase) and effecting a share issuance of 118,920,000 common shares in the capital of Trillium. Pursuant to the business combination, Trillium is anticipated to be renamed to a name to be determined by Trillium and the Corporate Vendors (the ?Resulting Issuer?). Upon completion of the business combination, it is anticipated that the Resulting Issuer will be a Tier 1 Issuer on the TSXV. The Resulting Issuer?s primary business will be that of the development, management, and operation of the Real Property Assets.

Upon completion of the Business Combination, it is anticipated that the board of directors of the Resulting Issuer will consist of four nominees, two appointed by Corporate Vendors and two appointed by Trillium. The directors of the Resulting Issuer are anticipated to be: Ryan Bazant (Chairman); Rob Geremia; Kelly Hanczyk; and Theodore Manziaris. The senior management team of the Resulting Issuer will consist of those officers appointed by the new board of directors of the Resulting Issuer concurrent with the closing of the Business Combination, anticipated to include, Rob Geremia, Chief Executive Officer. A Chief Financial Officer and Corporate Secretary of the Resulting Issuer will be determined by Trillium and the Corporate Vendors.
Completion of the business combination is subject to a number of conditions precedent including but not limited to satisfactory due diligence review; approval of the shareholders of Trillium (if required); receipt by Trillium of a valuation of the Real Property Assets of CAD 115,192,000 ($84,700,000); receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the approval of the TSXV; closing of the private placement for minimum aggregate gross proceeds of CAD 13,000,000; receipt of all necessary title opinions by Trillium; assumption of the mortgages securing the existing financing for the Real Property Assets; and preparation and filing of a management information circular or filing statement describing the definitive terms of the business combination and the business to be conducted by the Resulting Issuer. The Resulting Issuer intends to use the net proceeds from the private placement to complete the business combination and to satisfy business development and working capital requirements.