Vancouver, BC – August 1, 2025 – TheNewswire - 1016535 B.C. Ltd. (the “Company”) is pleased to announce that further to its press release dated November 19, 2024, it has entered into an amended and restated amalgamation agreement dated July 31, 2025 (the “Amended Amalgamation Agreement”), with its wholly owned subsidiary 1373379 B.C. Ltd. (“BC101 Subco”) and Titan Discovery Corp. (“Titan”), pursuant to which the Company will acquire Titan by way of a three-cornered amalgamation. On closing the amalgamation will result in the reverse takeover of the Company by Titan (the “Proposed Transaction”). The Company will continue to carry on the business of Titan (thereafter referred to as the “Resulting Issuer”).

 

About Titan       

Titan is a private mineral exploration company incorporated on July 15, 2021, under the laws of the Province of British Columbia. Titan is focused on the acquisition, exploration, and development of high-grade titanium, phosphate, and associated critical mineral assets in Canada. Titan’s principal asset is the Peninsula Property, located in the North Shore region of Quebec, which spans approximately 31,129 hectares and includes 573 mineral claims. The Uffen Zone within this property, is the focus of Titan’s exploration activities and is considered prospective for titanium, phosphate, iron, and other critical minerals, including scandium, vanadium, and rare earth elements. The Peninsula Property is located adjacent to Rio Tinto’s Lake Tio mine, the world’s largest producer of ilmenite, a titanium-iron oxide mineral. A Technical Report prepared in accordance with National Instrument 43-101, dated December 15, 2024, outlines the mineral potential and supports the current exploration program. Titan intends to continue drilling and complete a Preliminary Economic Assessment (PEA) as part of its staged development plan.

 

Terms of the Proposed Transaction

Under the terms of the Amended Amalgamation Agreement, the Proposed Transaction will be completed by way of an arm’s length, three-cornered amalgamation under the laws of British Columbia, whereby BC101 Subco and Titan will amalgamate, and the resulting amalgamated entity will survive as a wholly-owned subsidiary of the Company. In connection with the closing of the Proposed Transaction, the Company is expected to change its name to “Titan Discovery Ltd.” or such other name as is determined by Titan and to complete the Titan Financing (as described below).

 

Following completion of the Proposed Transaction, the Resulting Issuer will hold all of Titan’s mineral assets in Quebec and carry on the business currently conducted by Titan.

 

Completion of the Proposed Transaction will be subject to a number of conditions, including approvals from the shareholders of each of the Company and Titan, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and approval of the listing of the common shares of the Resulting Issuer (the “Resulting Issuer Common Shares”). An annual and special meeting of the shareholders of BC101 has been called for August 26, 2025, to consider and approve certain matters in connection with the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

 

An application to list has been made with CBOE Canada (formerly Neo Exchange) (the “Exchange”) and a listing statement will be prepared and filed in accordance with the policies of the Exchange and applicable securities laws. There can be no assurance that the application for listing will be accepted by the Exchange.

 

The Board of Directors of the Resulting Issuer is expected to be comprised of David Jackson, Ryan Jackson, David Carkeek, Frances Petryshen, Enrico Di Cesare, Ash Katey, Peter Rees and Kevin Hoiberg. Management will consist of David Jackson as Executive Chairman, Ryan Jackson as Chief Executive Officer, David Carkeek as Chief Financial Officer, Enrico Di Cesare as Chief Operating Officer and Vid Wadhwani as Corporate Secretary.

Certain securities to be issued pursuant to the Proposed Transaction are expected to be subject to escrow under the policies of the Exchange and applicable securities laws, including the securities to be issued to principals (as defined under Exchange policies).

 

Full details of the Proposed Transaction will be included in a filing statement to be filed in connection with the Proposed Transaction (see “Filing Statement” below).  

 

There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

 

Titan Financing

 

In connection with the Proposed Transaction, as of the date hereof, Titan conducted non-brokered private placements consisting of the private placement of 5,840,301 units (each, a “Unit”) at a price of $0.30 per Unit for gross proceeds of $1,752,090. Each Unit is comprised of one common share and one whole common share purchase warrant exercisable at $0.45 per share for a period of 24 months from the date of issuance. Following the expiry of any statutory hold period the warrants are subject to an acceleration clause in the event that the Resulting Issuer’s common shares trade at or above $0.60 for a period of 20 consecutive trading days. In such event upon written notice to the warrant holders, Titan has the right to accelerate the expiry date to a dated that is ninety (90) days from the date of the notice. In addition, Titan is offering a private placement of 13,513,514 Common Shares at a price of $0.37 to an arm’s length investor for gross proceeds of $5,000,000. The Proposed Transaction is conditional upon completion of this private placement. The two private placements are referred to herein, collectively, as the “Titan Financing”.

 

Net proceeds from the Titan Financing are expected to be used by the Resulting Issuer as follows:

 

• Exploration and drilling activities at the Peninsula Property, particularly within the Uffen Zone; 

• Metallurgical testing and processing studies; 

• Preparation of a Preliminary Economic Assessment (PEA); 

• Corporate development and working capital. 

  

Name Change

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will continue the business of Titan under the name “Titan Discovery Ltd..” or a name to be determined Titan (the “Name Change”). The symbol “TDC’ has been reserved by the Exchange as the trading symbol for the Resulting Issuer.

 

Filing Statement

In connection with the Proposed Transaction and pursuant to the requirements of the Exchange and applicable securities laws, the Company intends on filing a filing statement on its issuer profile on SEDAR+ (www.sedarplus.com), which will contain relevant details regarding the Proposed Transaction, the Company, Titan, and the Resulting Issuer.

 

Additional Information

Additional information regarding the Proposed Transaction will be provided in future news releases.

 

The common shares of the Company are not listed or posted for trading on any stock exchange and do not trade over-the-counter.

 

About 1016536 B.C. Ltd.

The Company is a reporting issuer in the Provinces of British Columbia and Alberta, but to date has not carried on an active business. Its current business is to identify and evaluate potential assets or businesses for acquisition, and has no assets other than cash.

 

For further information, please contact:

Donald Gordon

Director and Chief Financial Officer

1016535 B.C. Ltd.

407 – 1112 W Pender St

Vancouver, BC V6E 2S1

Phone: 604-617-7221

 

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

 

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

 

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

Forward Looking Information

 

This news release may contain certain “Forward-Looking Statements” as defined under applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to: the terms and timing of the Proposed Transaction; statements concerning the Resulting Issuer following completion of the Proposed Transaction (including composition of the board of directors and management team); completion of the Proposed Transaction; and expectations for other economic, business, and/or competitive factors.

 

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of the Company considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Proposed Transaction on the terms and at the times proposed; the impact of the announcement or consummation of the Proposed Transaction on relationships; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Proposed Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.

 

The forward-looking information contained in this news release is stated as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.