1329310 B.C. Ltd. Announces Proposed Reverse Takeover Transaction with Wisr AI Solutions Inc.

Toronto, Ontario--(Newsfile Corp. - May 9, 2024) - 1329310 B.C. Ltd. (the "Company") is pleased to announce that the Company has entered into a non-binding letter of intent (the "LOI") with Wisr AI Solutions Inc., a private British Columbia corporation ("WisrAI"), pursuant to which the Company and WisrAI have agreed to complete a transaction that will result in a reverse takeover of the Company by WisrAI (the "Proposed Transaction"). The LOI outlines the terms and conditions of the Proposed Transaction, upon the completion of which, the resulting issuer (the "Resulting Issuer") will carry on the business of WisrAI.

Transaction Summary

The Proposed Transaction is expected to proceed by way of a statutory three-cornered amalgamation, but is subject to the receipt of tax, corporate and securities law advice by both the Company and WisrAI. As part of the Proposed Transaction, the current shareholders of WisrAI are expected to receive approximately 35,000,000 common shares in the capital of the Company in exchange for their shares of WisrAI. The parties currently anticipate entering into a definitive agreement in respect of the Proposed Transaction on or before July 31, 2024.

In connection with the Proposed Transaction, WisrAI is required and intends to complete a private placement financing (the "Private Placement") for gross proceeds of not less than $1,000,000 on terms to be determined in the context of the market, but which is anticipated to consist of units (each, a "Unit") comprised of one common share of WisrAI and one-half of one common share purchase warrant, with each whole warrant exercisable into one common share of WisrAI for a period of two years from the closing of the Proposed Transaction. The common shares and warrants underlying the Units will be exchanged for common shares and warrants of the Resulting Issuer on the same terms as the issued and outstanding securities of WisrAI.

Immediately prior to the completion of the Proposed Transaction, it is anticipated that the Company will consolidate its issued and outstanding common shares (the "Consolidation"), with the result that the post-consolidation shares (including any shares issued upon the conversion of existing debt of the Company) will have a deemed value of not less than $550,000.

The directors and officers of the Resulting Issuer will be determined at a later date; however, upon the completion of the Proposed Transaction, it is anticipated that the board of directors will consist of five nominees, four of whom will be identified by WisrAI and one of whom will be identified and agreed upon by both WisrAI and the Company.

The Proposed Transaction is subject to a number of conditions, including but not limited to: the parties successfully entering into a definitive agreement in respect of the Proposed Transaction; the completion of the Private Placement; the completion of the Consolidation; receipt of all necessary approvals, including regulatory approvals; and certain other closing conditions, including the completion of satisfactory due diligence by the parties.

WisrAI Solutions Inc.

WisrAI was incorporated on April 17, 2018, under the Business Corporations Act (British Columbia).

WisrAI is at the forefront of AI-driven risk assessment with its cutting-edge platform and proprietary models that harness global, custom, and enterprise data to accurately predict enterprise risk. By integrating a sophisticated data ingestion system and innovative Agent AI technology, WisrAI generates real-time, bespoke risk models and scores for enterprises and their vendor networks. This advanced capability ensures that organizations can efficiently meet the expanding demands of governance, risk, and compliance, securing a competitive advantage in managing enterprise risks effectively.

For further information, please contact:

Jen Thor
President and Chief Executive Officer
Tel: (416) 361-2820

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company and WisrAI with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction, (ii) the timing for closing and pricing of the Private Placement, and (iii) expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company and WisrAI's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company and WisrAI believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward- looking information may be affected by risks and uncertainties in the business of the Company and WisrAI and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company and WisrAI have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company and WisrAI do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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