1261648 B.C. Ltd. Acquires Shares from Sellers and Sells Shares to Red Roof Capital Inc.

Vancouver, British Columbia--(Newsfile Corp. - April 1, 2021) - 1261648 B.C. Ltd. ("648") announced today that it has sold (the "Sale") an aggregate of 1,500,000 common shares (the "Sold Shares") of 1246775 B.C. Ltd. ("775") to Red Roof Capital Inc. ("RRC") pursuant to a share purchase agreement entered into between 648 and RRC on March 31, 2021. The Sold Shares were sold at a price of $0.00003 per Sold Share for an aggregate price of $45.

648 has also acquired (the "Acquisitions") an aggregate of 375,000 common shares (the "Purchased Shares") of 775 from each of B. Keast Family Holdings Inc. ("BKF") (125,000 Purchased Shares), R. Keast Family Holdings Inc. ("RKF") (125,000 Purchased Shares), and SFH Inc. (125,000 Purchased Shares) (collectively with BKF and RKF the "Sellers") pursuant to share purchase agreements entered into between 648 and each Seller on March 31, 2021. The Purchased Shares were purchased at a price of $0.00003 per Purchased Share for an aggregate price of $11.25

Prior to the Sale and Acquisitions (the "Transactions"), 648 held 1,500,000 (50%) shares of 775. As a result of the Transactions, 648 now holds 375,000 (12.5%) shares of 775.

The Sale was conducted in reliance on the "private agreement exemption" in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and as a result was exempt from the take-over bid requirements in Part 2 of NI 62-104. The Sold Shares were purchased from fewer than 5 sellers and at a price less than 115% of the market price of the Sold Shares, in each case as calculated in accordance with NI 62-104.

This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will appear with 775's documents on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

For further information or to request a copy of the early warning report, please contact:

1261648 B.C. Ltd.
Attention: Matthew Zabloski
(604) 229-1450

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/79269