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Rise Nano Optics Obtains Final Prospectus Receipt
Vancouver, British Columbia — March 5, 2026 — Leads & Copy —
Rise Nano Optics Ltd., formerly Skylift Tech Ventures Ltd., has obtained a final receipt for its final long form prospectus dated February 28, 2026, from the British Columbia Securities Commission, making it a reporting issuer in British Columbia.
The Final Prospectus was filed to allow Rise to become a reporting issuer in British Columbia, meet the listing requirements of the Canadian Securities Exchange (CSE), and satisfy certain closing conditions of the reverse takeover of the Company by Rise Nano Optics Ltd. (an Israeli company) (“Rise Israel”). Rise Israel is focused on the development, commercialization and application of nanotechnology to eyewear and optical solutions that protect against harmful light wavelengths (the “RTO Transaction”).
The RTO Transaction closed on March 4, 2026. The Company issued 21,150,000 Common Shares, 6,244,880 Warrants and 9,331,785 Contingent Rights to the shareholders of Rise Israel in consideration for the acquisition of all issued and outstanding common shares of Rise Israel.
The Company also issued (i) 406,308 incentive stock options (the “Replacement Options”) to a holder of options issued by Rise Israel, which were cancelled in connection with the RTO Transaction; (ii) 50,000 incentive stock options (together with the Replacement Options, the “Stock Options”) to a consultant of the Company; and (iii) 4,155,686 restricted share units (the “RSUs”) to certain directors, officers and consultants of the Company. The Stock Options and RSUs are subject to a statutory hold period of four months pursuant to applicable Canadian securities laws.
Rise has received conditional listing approval on February 25, 2026, from the CSE for listing of the common shares in the capital of the Company (the “Common Shares”). Listing remains subject to Rise fulfilling certain customary CSE requirements.
Further to the closing of the RTO transaction, the Company entered into an escrow agreement dated March 4, 2026, among the Company, Endeavor Trust Corporation as transfer agent (“Endeavor”) and certain securityholders of the Company (the “Escrow Agreement”). Copies of the Final Prospectus and the Escrow Agreement are available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Escrow Release Conditions in connection with the private placement offering of 5,016,483 subscription receipts of the Company (the "Subscription Receipts") for total gross proceeds of CAD$3,511,538.10 (the "Subscription Receipt Financing") have been satisfied. The Company also issued an aggregate of 335,095 Common Shares to certain finders in connection with the Subscription Receipt Financing.
The Subscription Receipts were issued pursuant to a subscription receipt agreement, as amended (the "Subscription Receipt Agreement") between the Company and Endeavor as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, the proceeds from the Subscription Receipt Financing (the "Escrowed Funds") were deposited in escrow with Endeavor pending satisfaction or waiver of the following conditions: (i) satisfaction of all conditions precedent to the RTO Transaction; and (ii) Rise having delivered an irrevocable direction to Endeavor confirming that item (i) has been satisfied (the "Escrow Release Conditions").
Rise has delivered an irrevocable direction to Endeavor confirming that it has obtained a receipt for the Final Prospectus. The Escrow Release Conditions having been satisfied, the Escrowed Funds have been released to Rise and the Subscription Receipts automatically converted, for no additional consideration and with no further action by the holders thereof, into 5,016,483 Common Shares and 5,016,483 Common Share purchase warrants (“Warrants”), which will each entitle the holder thereof to acquire one Common Share at any time until September 4, 2027 for a price of $1.00 per Common Share.
Pursuant to the RTO Transaction, the shareholders of Rise Israel also received 9,331,785 contingent value rights (the “Contingent Rights”), each convertible into one Common Share upon the achievement of certain milestones, as more fully described in the Final Prospectus.
Rise is a health technology company developing advanced nanotechnology solutions for eye protection and vision health. Rise’s EYEGUARD™ Filter is a patented lens technology that blocks harmful light wavelengths (220–530 nm), filters blue light and provides 100% UV protection while preserving visual clarity and colour contrast. Rise’s lenses include EYEGUARD-OD™ for outdoor use and EYEGUARD-T™ photochromic (transition) lenses for indoor and outdoor protection. Designed to help manage risks associated with diabetic retinopathy, macular degeneration, cataracts and other light-sensitive conditions, the EYEGUARD™ Filter aims to deliver effective protection without compromising everyday usability.
Source: Rise Nano Optics Ltd.