TRILLIUM ACQUISITION CORP. ENTERS INTO LETTER OF INTENT WITH REBAX LAND CORP. TO COMPLETE QUALIFYING TRANSACTION

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TORONTO, Nov. 11, 2025 /CNW/ - Trillium Acquisition Corp. (TSXV: TCK.P) ("Trillium" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated November 10, 2025 (the "Letter of Intent") with Rebax Land Corp. ("Rebax" and together with Trillium, the "Parties"), a private company incorporated and existing under the Canadia Business Corporations Act, pursuant to which Trillium proposes to acquire all of the issued and outstanding common shares of Rebax in exchange for the issuance of common shares of Trillium, which will result in Rebax becoming a wholly-owned subsidiary of Trillium (the "Transaction"). The Transaction will result in a reverse take-over of Trillium whereby the existing shareholders of Rebax will own a majority of the outstanding common shares of Trillium (the "Trillium Shares") and Trillium is expected to be renamed "Rebax Corp.", or such other name as the Parties may determine (the "Resulting Issuer"). Following the completion of the Transaction, the Resulting Issuer is expected to carry on the current business of Rebax.

The Transaction is intended to constitute the Company's "Qualifying Transaction" (as defined in Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSXV")).  The Transaction will not constitute a non-arm's length Qualifying Transaction or a related party transaction pursuant to the policies of the TSXV.

Trading of the Trillium Shares will be halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Transaction has been filed and accepted by the TSXV and permission to resume trading is obtained from the TSXV.

All dollar figures stated in this press release are provided in Canadian dollars unless stated otherwise.

The Qualifying Transaction

Pursuant to the terms and conditions of the Letter of Intent, Trillium and Rebax will negotiate and enter into a definitive agreement (the "Definitive Agreement"), incorporating the principal terms of the Transaction as described in the Letter of Intent. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into. The terms and conditions outlined in the Letter of Intent are expected to be superseded by the Definitive Agreement to be negotiated between the Parties. The Transaction will be structured as a share exchange, plan of arrangement, amalgamation or other form of business combination based on the advice of the Parties' respective advisors and taking into account various securities, tax, operating and other considerations.

As consideration for the acquisition of all of the outstanding common shares of Rebax ("Rebax Common Shares"), holders of Rebax Common Shares will receive one (1) post-Consolidation (as defined herein) Trillium Share for each one (1) Rebax Common Share. There are currently 17,227,395 Rebax Common Shares issued and outstanding and the deemed valuation of Rebax pre-Transaction is approximately $6,718,600.

Immediately prior to the completion of the Transaction, Trillium will consolidate its issued and outstanding Trillium Shares on the basis of nine (9) pre-consolidation Trillium Shares for each one (1) post-consolidation Trillium Share (the "Consolidation").

Conditions of Transaction

The completion of the Transaction is subject to a number of conditions precedent, including but not limited to a satisfactory due diligence review by each party, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval of the shareholders of each of Trillium and Rebax (if required), obtaining necessary third party approvals, TSXV acceptance, closing of the Private Placement (as defined herein) for gross proceeds of not less than $2,500,000 and preparation and filing of a filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV. There can be no assurance that the Transaction or the Private Placement will be completed as proposed, or at all.

Private Placement

Rebax intends to complete a concurrent private placement (the "Private Placement") for maximum aggregate gross proceeds of $2,500,000, or such other amount as to be agreed to between the Parties or required by the TSXV to meet the listing requirements pursuant to Policy 2.4, at a price of $0.39 per security. Further disclosure of the terms and conditions of the Private Placement will be provided upon the further agreement and settlement of the terms and conditions thereof between the Parties.

Information About Rebax

Rebax Land Corp. is a Toronto-based real estate analytics and planning firm that specializes in extracting maximum value from land during its most complex and consequential stage -- the entitlement phase. Using the proprietary Rebax Analytics™ Platform, which combines AI-driven scenario modeling, regulatory expertise, and spatial intelligence, Rebax rapidly identifies and executes opportunities to elevate a property's planning potential within condensed timeframes.

Rebax partners directly with landowners, developers, and planners to accelerate entitlement outcomes and optimize capital performance. Its disciplined, data-first approach aligns incentives across the project lifecycle, reduces execution risk, and captures near-term value through targeted entitlement strategies and operational rigor -- enabling partners to realize superior, time-efficient returns without acting as an investment broker or soliciting capital.

Sponsorship

Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is obtained. Trillium intends to apply for a waiver from sponsorship for the Transaction. There is no assurance that a waiver from this requirement will be obtained.

The Parties intend to provide any additional information regarding sponsorship at a later date, once determined by the Parties. In the event that the TSXV does not grant an exemption from the sponsorship requirements of the TSXV, the Parties would be required to engage a sponsor.

Proposed Directors and Officers of the Resulting Issuer

It is expected that the board of directors and officers of the Resulting Issuer will be reconstituted to be comprised of individuals nominated by Rebax and the Company, subject to compliance with the requirements of the TSXV, and applicable corporate and securities laws. Rebax and the Company will make further announcements as appointments of its respective officers and directors are made.

Financial Statements of Rebax

The financial statements of Rebax are currently being generated and the Parties expect to provide an update with respect to such financial information in a subsequent press release in accordance with Policy 2.4.

Additional Information

This is an initial press release with respect to the Transaction. Trillium plans to issue a comprehensive press release in accordance with Policy 2.4 once it has entered into the Definitive Agreement to provide, among other things, selected financial information respecting Rebax, the terms of the Private Placement and the biographies of the anticipated directors and officers of the Resulting Issuer. Additional information with respect to Rebax and the Transaction will be included in Trillium's management information circular or filing statement to be filed in connection with the Transaction, which will be available under Trillium's SEDAR+ profile at www.sedarplus.ca.

About Trillium Acquisition Corp.

Trillium is a capital pool company created pursuant to the policies of the TSXV. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSXV, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

Cautionary Note

Completion of the Transaction is subject to several conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 or management information circular 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 a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

The Trillium Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Trillium is a reporting issuer in Alberta, British Columbia, and Ontario.

Forward-Looking Statements

Certain information in this press release may contain forward-looking statements. The forward-looking statements and information in this press release include information relating to the business plans of the Resulting Issuer, the entry into a Definitive Agreement, the completion of the Private Placement, the Consolidation and the Transaction, the production of the financial statements of Rebax, the application for a waiver of the sponsorship requirements, the change of name of Trillium and completion of the closing conditions described above, including receipt of approval from the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks:

• there is no assurance that the Private Placement will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Private Placement. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
• there is no assurance that Trillium and Rebax will obtain all requisite approvals for the Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Transaction); and
• the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

Additional information identifying risks and uncertainties is contained in filings by Trillium with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Trillium assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to Trillium.

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.

SOURCE Trillium Acquisition Corp.

For further information, please contact: Kelly Hanczyk, Chief Executive Officer, Email: [email protected], Phone Number: 416.906.2379