1290448 B.C. Ltd. Announces Closing of Private Placement

Toronto, Ontario–(Newsfile Corp. – January 23, 2026) – 1290448 B.C. Ltd. (“1290448 BC” or the “Company“) is pleased to announce that it has closed a non-brokered private placement (the “Offering“) for aggregate gross proceeds of C$120,000, through the issuance of 80,000 common shares in the capital of the Company (each, a “Common Share“) at a price of C$1.50 per Common Share.

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.

One insider of the Company, Jennifer Goldman, participated in the Offering and subscribed for an aggregate of 40,000 Common Shares. Such participation constitutes a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the insider, nor the consideration paid by her, exceeded 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).

A material change report in respect of the related party participation was not filed 21 days before closing as the details of such participation had not been confirmed until shortly prior to closing and the Company wished to complete the Offering expeditiously.

In connection with the Offering, Gillian Lustig, a resident of Vancouver, British Columbia (“Lustig“), acquired beneficial ownership of and control over an aggregate of 40,000 Common Shares, increasing her beneficial ownership and control to an aggregate of 199,554 Common Shares.

Prior to the completion of the Offering, Lustig beneficially owned 159,554 Common Shares, representing approximately 9.99% of the issued and outstanding Common Shares of the Company on a non-diluted basis.

Following completion of the Offering, Lustig beneficially owns and controls 199,554 Common Shares, representing approximately 11.91% of the issued and outstanding Common Shares of the Company on a non-diluted basis. As a result of the Offering, Lustig has become a 10% securityholder of the Company. The Company has no outstanding convertible securities.

The Company has been advised that Lustig holds her Common Shares as part of a strategic investment in the Company. Lustig intends to review her holdings on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, depending on a number of factors. Lustig may formulate other purposes, plans, or proposals regarding the Company or any of its securities, or may change her intentions with respect to any and all matters. Lustig, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.

In addition, as a result of her participation in the Offering, Jennifer Goldman, a resident of Toronto, Ontario, acquired 40,000 Common Shares, increasing her beneficial ownership and control to an aggregate of 837,778 Common Shares. Immediately prior to the Offering, Ms. Goldman beneficially owned 797,778 Common Shares (approximately 50.0% of the issued and outstanding Common Shares on an undiluted basis). Following completion of the Offering, Ms. Goldman beneficially owns and controls 837,778 Common Shares (approximately 50.0% of the issued and outstanding Common Shares on an undiluted basis). Ms. Goldman’s purchase represents an acquisition of approximately 2.51% of the issued and outstanding Common Shares since her most recent early warning report, thereby triggering the requirement to file an updated early warning report under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“).

The Company has been advised that Ms. Goldman holds her Common Shares as part of a strategic investment in the Company. She intends to review her holdings on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, depending on a number of factors. She may formulate other purposes, plans, or proposals regarding the Company or any of its securities, or may change her intentions with respect to any and all matters. Ms. Goldman, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.

This news release is issued pursuant to NI 62-103 which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters. Copies of the early warning reports filed by Gillian Lustig and Jennifer Goldman may be obtained on the Company’s SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.

Certain statements contained in this press release constitute “forward-looking statements.” All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

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