TRILLIUM ACQUISITION CORP. ENTERS INTO LETTER OF INTENT WITH SNFLWR INVESTMENT CORPORATION TO COMPLETE QUALIFYING TRANSACTION

On May 26, 2026, Trillium Acquisition Corp. announced it has entered into a non-binding Letter of Intent with SNFLWR Investment Corporation to acquire all outstanding common shares of SNFLWR in a reverse takeover that will serve as Trillium's Qualifying Transaction. The resulting entity will be renamed "Watershed Commercial Real Estate Corp." and will focus on acquiring value-add commercial and industrial assets across Canada.

The consideration is 81,000,000 common shares of Trillium issued to SNFLWR shareholders at a deemed price of $0.05 per share, implying a valuation of approximately $4.05 million for SNFLWR. A concurrent private placement is planned, though the amount is explicitly stated as "to be determined" — a notable omission given the previous deal had a specified target of up to C$2.5 million.

Critically, Trillium simultaneously announced it is terminating the previously announced LOI with Rebax Land Corp. (dated November 10, 2025), meaning six months of work on that Qualifying Transaction is being abandoned.

The seed asset for the new entity is a light industrial campus at 2324 Government Street, Penticton, BC: three buildings totaling approximately 40,200 sq. ft. of leasable area. One building (~25,200 sq. ft.) is complete and income-producing; one (11,000 sq. ft.) is fully pre-leased with construction imminent; one (4,000 sq. ft.) is in development. The property was acquired by SNFLWR in mid-2024 for $4.3 million and is now appraised at $9.05 million on an as-is basis and $12.95 million on an as-complete stabilized basis.

This news is negative and material for several interconnected reasons:

1. A failed Qualifying Transaction is a red flag. Trillium is a Capital Pool Company whose sole purpose is to find and complete a QT. The Rebax deal was announced six months ago with a trading halt. Now that deal is dead. Investors who held through the halt based on the Rebax thesis now face a completely different asset, geography, and value proposition with no compensation for the lost time or opportunity cost.

2. The new deal terms imply significant value erosion. The Rebax LOI implied a valuation of approximately C$6.72 million and was accompanied by a planned private placement at $0.39 per security with a 9-to-1 share consolidation. The new SNFLWR deal values the target at only ~$4.05 million via shares issued at $0.05 each, with no consolidation mentioned. The share price collapse from an implied ~$0.39 to $0.05 suggests either massive dilution occurred or the market value of Trillium has evaporated during the halt. Either interpretation is deeply negative for existing shareholders.

3. Financing uncertainty. The concurrent private placement amount is "to be determined." In the Rebax deal, the C$2.5 million target was specified upfront. This vagueness signals either a lack of committed investors or uncertainty about how much capital the property development actually requires. For a real estate company that needs to fund construction of two buildings (one "imminent," one "in development phase"), undefined financing is a material risk.

4. The seed asset tells a mixed story. SNFLWR acquired the property for $4.3 million in mid-2024. It is now appraised at $9.05 million as-is. The appreciation of ~$4.75 million in roughly two years is significant for a $4.05 million acquisition target, but the question is whether this value is sustainable. The as-complete appraisal of $12.95 million requires additional capital expenditure to finish the two remaining buildings — capital that is not yet raised. If the private placement fails to materialize at adequate size, the stabilized value may never be achieved.

5. Non-binding LOI means no certainty. This is Trillium's second LOI in six months. The first one failed. There is no guarantee this one closes, and shareholders remain in a trading halt with no liquidity.

Trillium Acquisition Corp. is a Capital Pool Company listed on the TSX Venture Exchange (symbol: TCK). As a CPC, it was formed solely to identify and acquire an operating business or assets to complete a Qualifying Transaction under TSX-V Policy 2.4. It has no operating business of its own.

The proposed flagship asset for the QT is a light industrial campus at 2324 Government Street in Penticton, British Columbia. The property comprises three buildings on a single site totaling approximately 40,200 square feet of interior leasable area plus yard space. Building 1 (~25,200 sq. ft.) is complete and income-producing. Building 2 (11,000 sq. ft.) is fully pre-leased with construction described as "imminent." Building 3 (4,000 sq. ft.) remains in the development phase. The property was acquired by SNFLWR Investment Corporation in mid-2024 for $4.3 million and has been appraised at $9.05 million as-is and $12.95 million on an as-complete stabilized basis.

The resulting company, Watershed Commercial Real Estate Corp., intends to pursue a strategy of acquiring additional value-add commercial and industrial assets across Canada, seeking to increase net asset value through repositioning, leasing, and build-to-suit development.