(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - November 11, 2025) - 1510441 B.C. Ltd. (the " Company ") is pleased to announce that it has entered into an agreement to complete a business combination transaction by way of three-cornered amalgamation to acquire Eastern Precious Metals Corp. (" EPM "), resulting in a reverse takeover of the Company by EPM (the " Transaction ").

The Company also announces that it has completed a share split of its common shares on a 1,000,000 to 1 basis (the " Share Split "), and completed a private placement offering of 1,000,000 common shares (the " Offering ").

The Proposed Transaction

The Company entered into a letter agreement with EPM on October 30, 2025 (the " Business Combination Agreement "). In anticipation of the Transaction, the Company completed the Share Split effective November 7, 2025, and closed the Offering on November 10, 2025.

Upon completion of the Transaction, the Company the current shareholders of EPM will become shareholders of the Company on a 5.3257:1 basis. EPM has no business operations.

Following closing of the Transaction, the Company's current shareholders are anticipated to hold approximately 40% of the outstanding authorized shares of the Company on an undiluted basis, and the former holders of common shares of EPM are anticipated to hold approximately 60% of the Company's capitalization.

Summary of the Share Split

Effective on November 7, 2025, the Company effected a forward (1,000,000-for-1) stock split of its issued and outstanding common shares, being the Stock Split.

As a result of the Stock Split, each shareholder of record on November 7, 2025 received one million (1,000,000) Common Shares for every one (1) common share owned. The Company's outstanding shares increased from 1 common share to 1,000,000 Common Shares.

Following the Share Split, the sole shareholder of the Company, Triforce Ventures S.A., transferred 546,941 Common Shares to its affiliate, Night Owl S.A., and 453,059 common shares to Zachary Goldenberg, pursuant to share transfer agreements between each of the above parties and Triforce Ventures S.A., in consideration for an aggregate purchase price of $2.00, or $0.000002 per common share (the " Share Transfers ").

Summary of the Offering

The Company announces that on November 10, 2025 it closed a non-brokered private placement, raising aggregate gross proceeds of $50,000, through the issuance of 1,000,000 Common Shares at a price of $0.05 per Common Share, being the Offering.

The gross proceeds of the Offering will be used by the Company for general working capital purposes. All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.

Early Warning Disclosure

Prior to the completion of the Share Transfers, Triforce Ventures S.A. held and beneficially owned, or exercised control or direction 1,000,000 Common Shares, representing 100% of the issued and outstanding Common Shares on a non-diluted basis, and each of Night Owl S.A. and Zachary Goldenberg held and beneficially owned, or exercised control or direction over no Common Shares. Triforce Ventures S.A. and Night Owl S.A. are both corporations beneficially owned and controlled by Raymond Harari, resulting in no change to the beneficial ownership of the Common Shares held by Triforce Ventures S.A. and transferred to Night Owl S.A.

After giving effect to the Share Transfers, and following the closing of the Offering and Transaction:

(i) Night Owl S.A. holds and beneficially owns, or exercises control or direction over 546,941 Common Shares, representing 54.6941% of the Common Shares immediately following the Share Transfers, on a non-diluted basis, and representing 27.347% of the Common Shares following the closing of the Offering on a non-diluted basis; and

(ii) Zachary Goldenberg holds and beneficially owns, or exercises control or direction over 453,059 Common Shares, representing 45.305% of the Common Shares immediately following the Share Transfers, on a non-diluted basis, and representing 22.653% of the Common Shares following the closing of the Offering, on a non-diluted basis.

The Company has been advised that each of Night Owl S.A., and Zachary Goldenberg (collectively, the " Reporters ") hold their Common Shares as part of a strategic investment in the Company. The Reporters intend to review their holdings in the Company on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, in each case, depending on a number of factors. The Reporters may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any and all matters. The Reporters, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.

The Share Transfers were 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 Common Shares purchased under the Share Transfers were purchased from not more than five sellers and at a price less than 115% of the market price of the Common Shares, in each case as calculated in accordance with NI 62-104.

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