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TORONTO, July 06, 2026 (GLOBE NEWSWIRE) -- Relief AI Inc. (“Relief AI” or the “Company”) and 1329308 B.C. Ltd. (“132 BC”) are pleased to jointly announce that further to 132 BC’s press release dated October 3, 2025, announcing the entering into an amalgamation agreement with Relief AI and 1001359160 Ontario Inc. (“Subco”), a wholly-owned subsidiary of 132 BC, pursuant to which 132 BC will acquire all of the issued and outstanding common shares of Relief AI by way of a three cornered amalgamation in accordance with Section 174 of the Business Corporations Act (Ontario) (the “Transaction”), Relief AI has launched its “best efforts” brokered private placement of subscription receipts of the Company (each, a “Subscription Receipt”) at a price of $1.30 (the “Offering Price”) per Subscription Receipt, for a minimum gross proceeds of $7,500,000 (the “Financing”). Relief AI has engaged Ventum Financial Corp. (the “Lead Agent”) to act as lead agent and sole bookrunner, on behalf of a syndicate agents (collectively, the “Agents”) in connection with the Financing.
Relief AI has granted the Agents an over-allotment option, exercisable in whole or in part at any time up to 48 hours prior to closing date of the Financing (the “Closing Date”), to offer up to an additional 15% of the Subscription Receipts at the Offering Price (the “Agents’ Option”).
The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among Relief AI, the Agents, and the subscription receipt agent. Upon satisfaction of the escrow release conditions (the “Release Date”), which will be outlined in the Subscription Receipt Agreement (the “Escrow Release Conditions”), each Subscription Receipt will convert, without payment of any additional consideration by the holder, into one unit of the Company (each, a “Unit”). Each Unit shall consist of one common share in the capital of the Company (each, a “Common Share”) and one-half warrant of the Company (each whole warrant, a “Warrant”). Each Warrant will be exercisable to purchase one Common Share at an exercise price of $1.65 for a period of 24 months from the date of issuance. If the Escrow Release Conditions are not satisfied or waived by the date which is six (6) months following the Closing Date, the Subscription Receipts will be cancelled, and the funds held in escrow, together with any interest earned thereon, will be returned by the subscription receipt agent to subscribers on a pro rata basis.
Relief AI will pay the Agents a cash commission equal to 8.0% of the gross proceeds of the Financing (the “Cash Commission”), and issue to the Agents broker warrants equal to 8.0% of the number of Subscription Receipts (“Broker Warrants”) sold in under the Financing (including the Agents’ Option). Each Broker Warrant will be exercisable into one Common Share, at a price of $1.30 per Common Share issued in connection with the Offering, for a period of 24 months from the Release Date. 50% of the Cash Commission will be payable on the Closing Date, and the remaining 50% will be payable on the Release Date, the Broker Warrants will be issued to the Agents on the Closing Date.
The Company intends to use net proceeds of the Financing for product development, working capital and general corporate purposes.
The Subscription Receipts will be subject to resale restrictions under applicable securities legislation. The Subscription Receipts will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date Relief AI becomes a reporting issuer in any province or territory of Canada.
The Transaction
Prior to the completion of the Transaction, 132 BC shall consolidate its 22,590,750 shares of 132 BC common shares on the basis of one post-consolidation 132 BC common share for every 9.0363 shares of 132 BC pre-consolidation common shares, resulting in approximately 2,500,000 shares of 132 BC common share (each, a “132 BC Common Share”) issued and outstanding post-Consolidation.
In connection with the Transaction, Subco, will amalgamate with the Company to form an amalgamated company (“Amalco”). Amalco will become a wholly-owned subsidiary of 132 BC. Upon closing of the Transaction, the resulting issuer is expected to change its name to NAIA Relief Inc. (the “Resulting Issuer”) and list as a Tier 2 Issuer on the TSX Venture Exchange (“TSXV”), subject to TSXV approval.
In connection with the Transaction and the Financing, each Common Share will be exchanged for one 132 BC Common Share. In addition, each Warrant will be exchanged for one warrant of 132 BC (each, a “132 BC Warrant”) on a one-for-one basis, such that each 132 BC Warrant will be exercisable to acquire one 132 BC Common Share on the same terms and conditions (including exercise price, expiry and any acceleration provisions) as applied to the corresponding Warrant immediately prior to the effective time, subject only to customary adjustments. For further information on the Transaction please see 132 BC’s press release dated October 3, 2025, available on 132 BC’s SEDAR+ profile at www.sedarplus.ca.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the U.S. Securities Act and applicable securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.
ABOUT Relief AI Inc.
Relief AI is revolutionizing mental well being with NAIA, the world’s first AI digital human burnout coach. Powered by a secure, fully automated machine learning platform, NAIA delivers personalized, science backed burnout prevention programs to individuals and organizations - anytime, anywhere. Through empathetic, interactive conversations across various channels, NAIA guides users from stress assessment to actionable coaching, leveraging validated psychological frameworks and behavioral science. Relief AI leverages information and data from the Scheelen Institute, a global leader in personality diagnostics and talent profiling, including coaching, behaviour analysis and mental health solutions, for over 25 years. NAIA enhances precision by incorporating proven psychometric assessments, enabling deep insights into stress triggers and resilience factors. With enterprise grade security, Relief AI is empowering individuals to thrive and companies to build resilient, high performing teams globally.
ABOUT 1329308 B.C. Ltd.
132 BC is a non-listed reporting issuer incorporated in British Columbia. Its principal business is to evaluate and pursue business opportunities with the objective of creating a publicly listed, growth-oriented enterprise.
FOR FURTHER INFORMATION, PLEASE CONTACT:
1329308 B.C. Ltd.
Jennifer Thor | President and Chief Executive Officer
Email: jthor@irwinlowy.com | Phone: 416-361-2820
Relief AI Inc.
Paul Pint | Chief Executive Officer
Email: info@naiarelief.com | Phone: 416-236-3383
Cautionary Statement on Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or performance and reflects management’s current expectations or beliefs regarding future events, including but not limited to statements concerning: the completion of the Transaction and the structure and terms thereof; the anticipated listing of the Resulting Issuer on the TSXV; the terms, timing, and completion of the Financing; the anticipated use of proceeds from the Financing; and the satisfaction of the Escrow Release Conditions.
Forward-looking information is based on a number of assumptions that management believes to be reasonable at the time such statements are made, including assumptions regarding: the ability to obtain all necessary shareholder, regulatory, and TSXV approvals; the availability to complete the Financing; and general business, economic, and capital market conditions.
Forward-looking information involves known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Transaction will not be completed on the terms described herein or at all; the risk that the Financing will not be completed, will not raise sufficient proceeds, or will not be completed on terms favorable to the Company; the risk that required shareholder, TSXV, or regulatory approvals will not be obtained in a timely manner or at all.
Readers are cautioned that the foregoing list is not exhaustive. Additional information regarding risk factors that may affect the Company can be found in the filing statement to be prepared in respect of the Transaction, which is expected to be filed on 132 BC’s SEDAR+ profile at www.sedarplus.ca.
Forward-looking information is provided for the purpose of assisting investors in understanding management’s expectations and plans and may not be appropriate for other purposes. Forward-looking information speaks only as of the date of this news release, and neither Relief AI nor 132 BC undertakes any obligation to update or revise any forward-looking information, except as required by applicable securities laws.
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