Trail Blazer to Acquire Waste2Wear in Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - April 9, 2024) - Trail Blazer Capital Corp. (TSXV: TBLZ.P) (the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "Letter of Intent"), dated April 8, 2024, with Good Purpose Investments Inc. ("GPI"), a privately-held British Columbia corporation. GPI operates a business (the "Business") involved in the manufacturing, marketing and distribution of textiles derived from recycled plastics, with operations located in Shanghai, Hong Kong, Dubai and Amsterdam.

Under the trade name "Waste2Wear", the Business offers a range of innovative textile products made from waste plastics, along with a supply chain traceability platform to ensure sustainable production practices, and a testing method to verify material content and expose greenwashing in the industry. GPI controls patents for a range of technical innovations, material analysis capabilities, and traceability technology used in the operation of the Business.

The Business is well recognized on the global stage, having won various awards such as the World Sustainability Award for Sustainable Supply Chain and the American Chamber of Commerce Award for Corporate Social Responsibility. In addition, it has collaborated with thought-leading groups that are prominent on the global sustainability stage, including being selected to participate in the BBC's Fashion Redressed series and attending talks at the COP28 Climate Summit in Dubai last December.

During the year-ended December 31, 2023, the Business generated gross revenue of Cdn$11,279,132. The Company cautions that this figure has not yet been audited and is based on calculations prepared by management of GPI using an effective exchange rate of Cdn$1.35 for US$1.00.

In accordance with the terms of the Letter of Intent, it is anticipated that the Company will establish a wholly-owned subsidiary which will amalgamate with GPI (the "Transaction"), following which the resulting amalgamated entity will continue as a wholly-owned subsidiary of the Company. The Transaction constitutes a "Qualifying Transaction" for the Company under TSX Venture Exchange (the "Exchange") Policy 2.4 - Capital Pool Companies. Following completion of the Transaction, it is anticipated that the Company will be listed on the Exchange as a Tier 2 Industrial Issuer.

In connection with completion of the Transaction, GPI intends to complete a non-brokered private placement financing (the "Financing") through the offering of no less than 8,000,000 and up to 20,000,000 subscription receipts (each, a "Receipt") at a price of Cdn$0.25 per Receipt for gross proceeds of no less than Cdn$2,000,000 and up to Cdn$5,000,000. Proceeds of the Financing will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, the Receipts will automatically be converted into common shares of GPI, which will then be exchanged for common shares of the Company.

In accordance with the terms of the Transaction, it is contemplated that: (i) the Company will consolidate (the "Consolidation") its common share capital on a one for one-and-one-half basis; (ii) the holders of the existing share capital of GPI will receive one post-Consolidation common share of the Company for every common share of GPI previously held; and (iii) the holders of common shares of GPI resulting from the conversion of the Receipts will receive one post-Consolidation common share of the Company for every Receipt previously held.

In connection with the entering into of the Letter of Intent, and subject to the approval of the Exchange, the Company has agreed to advance a working capital loan to GPI in the principal amount of Cdn$250,000 (the "Bridge Loan"). The Bridge Loan will be secured by a general charge over all of the assets of GPI and will bear interest at a rate of 5.0% per annum. In the event the parties elect not to proceed with the Transaction, and the Letter of Intent is terminated, GPI will arrange for repayment of the Bridge Loan, and all accrued interest, within six months following termination. The proceeds from the Bridge Loan will be utilized to satisfy expenses associated with the Transaction, and for the general working capital purposes of GPI.

Closing of the Transaction is subject to a number of conditions including completion of satisfactory due diligence, entering into of a definitive agreement, completion of the Bridge Loan and the Financing , the Company having positive working capital of no less than Cdn$750,000 after deducting the Bridge Loan and before all costs and expenses associated with the Transaction, the Company having completed the Consolidation, the Company having adopted a new name acceptable to GPI, the Company having reconstituted its board of directors and management to consist of nominees of GPI, approval of the Exchange and satisfaction of other closing conditions as are customary in transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the common shares of the Company will remain halted pending further filings with the Exchange.

The Transaction is not a "Non-Arms' Length Qualifying Transaction" as that term is defined in the policies of the Exchange, nor is the Transaction subject to approval of the shareholders of the Company. To the knowledge of the Company, no "Non-Arm's Length Parties", as that term is defined in the policies of the Exchange, are insiders of GPI. A finders' fee may be paid to Northbay Capital Partners Corp., an arms'-length party, in connection with completion of the Transaction in consideration for introducing the Company to GPI. The Company intends to seek a waiver of the sponsorship requirements prescribed by Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements in connection with the Transaction.

Further information regarding the Transaction, including a detailed use of proceeds for the Financing, a summary of significant financial information respecting the Business, and details regarding the proposed board and management of the Company following completion of the Transaction will be made available in due course. Readers are encouraged to review the filing statement which will be prepared by the Company in connection with the Transaction and which will be made available under the Company's profile on SEDAR+.

For further information, contact Thomas O'Neill, Chief Executive Officer, at thomas@oneill-group.ca or 604.484.4170.

On behalf of the Board,

Trail Blazer Capital Corp.

Thomas O'Neill, Chief Executive Officer

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, majority of the minority shareholder approval. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. 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 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 TSX Venture 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and 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 proposed financing activity, regulatory or government requirements or approvals, the reliability of third party information and other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204891