TRILLIUM ACQUISITION CORP. ENTERS INTO LETTER OF INTENT WITH SNFLWR INVESTMENT CORPORATION TO COMPLETE QUALIFYING TRANSACTION

/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES./         

Transaction to form Watershed Commercial Real Estate Corp., a commercial real estate platform

TORONTO, May 26, 2026 /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 May 25, 2026 (the "Letter of Intent") with SNFLWR Investment Corporation ("Sunflower" and together with Trillium, the "Parties"), a private commercial real estate company incorporated and existing under the Business Corporations Act (British Columbia), pursuant to which Trillium proposes to acquire all of the issued and outstanding common shares of Sunflower in exchange for the issuance of common shares of Trillium, which will result in Sunflower 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 Sunflower will own a majority of the outstanding common shares of Trillium (the "Trillium Shares") and Trillium is expected to be renamed "Watershed Commercial Real Estate Corp.", or such other name as the Parties may determine (the "Resulting Issuer"). Following the completion of the Transaction, the Resulting Issuer, Watershed Commercial Real Estate Corp., will target value-add commercial and industrial assets across Canada. The Resulting Issuer's platform will seek to acquire existing properties below replacement cost, increase net asset value (NAV) through repositioning and leasing, and pursue pre-leased build-to-suit development where new construction pencils.

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 remain 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 Sunflower 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, 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 the outstanding common shares of Sunflower ("Sunflower Common Shares"), holders of Sunflower Common Shares will receive an aggregate of 81,000,000 Trillium Shares at a deemed price of $0.05 per 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 Sunflower (if required), obtaining necessary third party approvals, Sunflower obtaining a suitable valuation report for the Property (as defined herein), TSXV acceptance, 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 will be completed as proposed, or at all.

Private Placement

The Parties intend to complete a concurrent private placement (the "Private Placement") for such amount as to be agreed to between the Parties or required by the TSXV to meet the listing requirements pursuant to Policy 2.4. Proceeds are expected to be used to fund the Resulting Issuer's platform operations, working capital, and the continued development of the Property. 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 SNFLWR Investment Corporation

Sunflower is a British Columbia-based real estate development and management company, and the exclusive and registered owner of the real property located at 2324 Government Street, Penticton, BC V2A 4W6 (the "Property"). The Property serves as the seed asset for the Watershed Commercial Real Estate platform. The Property consists of a three-building light industrial campus totalling approximately 40,200 sq. ft. of interior leasable area plus yard areas. Currently one building (approximately 25,200 sq. ft.) is complete and income-producing, with Building 2 (11,000 sq. ft.) fully pre-leased and expected to commence construction imminently and Building 3 (4,000 sq. ft.) in the development phase. Sunflower acquired the Property in mid-2024 for $4.3 million. Through capital improvements and leasing efforts, the Property is estimated to generate positive net operating income annually on a triple-net rent basis, with contract rental rate increases over lease terms. The Property has been independently appraised at $9,050,000 on an as-is basis and $12,950,000 on an as-complete basis with all three buildings stabilized.¹

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 Sunflower and the Company, subject to compliance with the requirements of the TSXV, and applicable corporate and securities laws. Sunflower and the Company will make further announcements as appointments of their respective officers and directors are made.

Financial Statements of Sunflower

The financial statements of Sunflower 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 Sunflower, the terms of the Private Placement and the biographies of the anticipated directors and officers of the Resulting Issuer. Additional information with respect to Sunflower 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.

Termination of Rebax Land Corp. Letter of Intent

The Company also announces that it will not be proceeding with its previously announced transaction with Rebax Land Corp. pursuant to the non-binding letter of intent entered into between the parties, dated November 10, 2025.

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 production of the financial statements of Sunflower, information regarding the construction, valuation, and development of the Property, general business plans of the Resulting Issuer, 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 Trillium and Sunflower 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);
• 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; and
• 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.

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.

View original content: http://www.newswire.ca/en/releases/archive/May2026/26/c8932.html