Mr. Kelly Hanczyk reports

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

Trillium Acquisition Corp. has entered into a non-binding letter of intent dated Nov. 10, 2025, with Rebax Land Corp., a private company incorporated and existing under the Canadian 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 will result in a reverse takeover of Trillium whereby the existing shareholders of Rebax will own a majority of the outstanding common shares of Trillium, and Trillium is expected to be renamed Rebax Corp. or such other name as the parties may determine. 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) of the TSX Venture Exchange). The transaction will not constitute a non-arm's-length qualifying transaction or a related-party transaction pursuant to the policies of the TSX-V.

Trading of the Trillium shares will be halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the transaction has been filed and accepted by the TSX-V, and permission to resume trading is obtained from the TSX-V.

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, incorporating the principal terms of the transaction as described in the letter of intent. There is no assurance that a definitive agreement will be 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 The terms and conditions outlined in the letter of intent are expected to be superseded by the definitive agreement to be negotiated between the parties.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 advisers 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, holders of Rebax common shares will receive one postconsolidation (as defined herein) Trillium share for each one Rebax common share. There are currently 17,227,395 Rebax common shares issued and outstanding, and the deemed valuation of Rebax pretransaction 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 preconsolidation Trillium shares for each one postconsolidation Trillium share.

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, TSX-V acceptance, closing of the private placement (as defined herein) for gross proceeds of not less than $2.5-million, 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 TSX-V. 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 for maximum aggregate gross proceeds of $2.5-million or such other amount as to be agreed to between the parties or required by the TSX-V to meet the listing requirements pursuant to Policy 2.4, at a price of 39 cents 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.

About Rebax Land Corp.

Rebax is a Toronto-based real estate analytic 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 artificial-intelligence-driven scenario modelling, regulatory expertise and spatial intelligence, Rebax rapidly identifies and executes opportunities to elevate a property's planning potential within condensed time frames.

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 life cycle, reduces execution risk and captures near-term value through targeted entitlement strategies and operational rigour -- 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 TSX-V 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 TSX-V does not grant an exemption from the sponsorship requirements of the TSX-V, 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 composed of individuals nominated by Rebax and the company, subject to compliance with the requirements of the TSX-V, 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.

About Trillium Acquisition Corp.

Trillium is a capital pool company created pursuant to the policies of the TSX-V. It has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the TSX-V 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, TSX-V acceptance and, if applicable pursuant to TSX-V 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 the 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 Trillium shares will remain halted until such time as permission to resume trading has been obtained from the TSX-V. Trillium is a reporting issuer in Alberta, British Columbia and Ontario.

We seek Safe Harbor.