TRILLIUM ACQUISITION CORP. ENTERS INTO LETTER OF INTENT WITH REBAX LAND CORP. TO COMPLETE QUALIFYING TRANSACTION

Executive Summary

• Trillium Acquisition Corp. entered a non‑binding Letter of Intent to acquire 100% of Rebax Land Corp., creating a reverse takeover that will make Rebax the majority shareholder of the combined entity.
• The transaction is intended to satisfy Trillium’s TSX Venture Exchange “Qualifying Transaction” requirement, with an expected post‑transaction valuation of Rebax at approximately C$6.72 million and a concurrent private placement targeting up to C$2.5 million in gross proceeds.
• Trading of Trillium shares will be halted pending completion of the definitive agreement, required approvals, and filing of the TSX Venture Exchange‑required documentation.

Key Details

• Letter of Intent Date: 10 Nov 2025 (non‑binding).
• Consideration: Holders of each Rebax common share will receive one post‑consolidation Trillium share; Trillium will consolidate its shares on a 9‑to‑1 basis prior to the exchange.
• Rebax Shares Outstanding: 17,227,395 (pre‑transaction implied valuation C$6,718,600).
• Transaction Structure: Share exchange / plan of arrangement / amalgamation – final form to be determined by advisors.
• Reverse Takeover Effect: Rebax shareholders will own a majority of the combined company’s common shares; Trillium is expected to be renamed “Rebax Corp.” (or other name).
• Qualifying Transaction Requirement: Designed to meet TSX Venture Exchange Policy 2.4 for capital‑pool companies. No related‑party or non‑arm’s‑length concerns identified.
• Trading Halt: Trillium shares halted immediately; will remain so until all required filings and TSX Venture approvals are obtained.
• Conditions Precedent: Satisfactory due diligence, execution of definitive agreement, shareholder approvals (if required), third‑party consents, TSX Venture acceptance, and completion of a concurrent private placement.
• Private Placement Details: Up to C$2,500,000 gross proceeds; price of $0.39 per security; terms to be finalized in separate disclosure.
• Sponsorship Waiver: Trillium will seek a waiver from the TSX Venture sponsorship requirement; no guarantee of approval.
• Future Disclosures: Financial statements for Rebax, detailed private‑placement terms, and biographies of anticipated directors/officers will be provided in subsequent filings and press releases.

Notable Quotes

(No direct quotes were included in the release.)