Star Metro - Brandlin Ventures Enters Letter of Intent to Acquire Celexir Inc.

VANCOUVER, BC / ACCESS Newswire / July 27, 2026 / Brandlin Ventures Ltd. (the "Company" or "Brandlin"), announces that it has entered into a binding letter of intent dated July 24^th , 2026 (the "LOI") with Celexir Inc. ("Celexir"). The LOI outlines the general terms and conditions pursuant to which Brandlin and Celexir will effect a business combination that will result in Brandlin or an affiliate thereof acquiring all of the business and operations of Celexir (the "Acquisition"). It is a condition to the completion of the Acquisition that the common shares (the "Resulting Issuer Shares") of the parent entity resulting from the completion of the Acquisition (the "Resulting Issuer") will be listed on the Canadian Securities Exchange (the "Exchange").

Celexir is a private company incorporated under the Canada Business Corporations Act. Preston Drummond and Karzi Holdco each hold 32.05%, and 7^th Hole Holdings holds 27.24%, of Celexir's 10,400,000 issued and outstanding shares (each of the foregoing shareholders of Celexir, a "Principal Shareholder"). Celexir and each Principal Shareholder is at arm's length to Brandlin.

Celexir is a Canadian company providing clinically-backed peptides, stem cells and endosome epipens, supporting skin rejuvenation, recovery and longevity. Celexir's compounds are manufactured in GMP and ATMP conditions with batch-verified quality and cold-chain integrity used for regenerative care in clinics, spas, and wellness programs globally.

For more information regarding Celexir, please visit its website at celexir.com.

Terms of the Acquisition

The Acquisition is expected to be structured as a business combination by way of a statutory amalgamation, or other similar form of transaction or a series of transactions that have a similar effect, and as a result thereof the Resulting Issuer will have acquired 100% ownership of Celexir, and the assets of Celexir will become the business of the Resulting Issuer. The final structure of the Acquisition is subject to satisfactory tax, corporate, and securities law advice for both Brandlin and Celexir.

Under the proposed terms of the Acquisition, the Company will complete a consolidation of its share capital on a 2.1605291 for 1 basis (the "Consolidation"), and the Company, a wholly-owned subsidiary of the Company ("Finco") and Celexir will complete a "three-cornered" amalgamation whereby Finco and Celexir will amalgamate into a single corporate entity, and pursuant thereto the current holders (the "Celexir Shareholders") of the common shares of Celexir (the "Celexir Shares") will be issued an aggregate of 8,000,000 post-Consolidation Resulting Issuer Shares (the "Consideration Shares"), at a deemed price of $0.50 per Consideration Share, and 2,000,000 share purchase warrants (the "Performance Warrants"), in exchange for all Celexir Shares. An additional 4,000,000 Resulting Issuer Shares will be issuable to the Celexir Shareholders upon the Resulting Issuer meeting certain business milestones within the first 2 years following closing of the Acquisition (the "Earn-Out Shares"). Each Performance Warrant will be exercisable at $0.50 per Resulting Issuer Share, upon the Resulting Issuer meeting certain revenue targets within the first 18 months following closing of the Acquisition, for a period of three years from the closing of the Acquisition. The Consideration Shares, the Earn-Out Shares, if issued, and any Resulting Issuer Shares issued upon the exercise of the Performance Warrants, will be subject to escrow and resale restrictions pursuant to applicable Canadian securities laws and the Exchange, and certain terms and conditions set forth in the definitive agreement governing the Acquisition.

In connection with the completion of the Acquisition, the Resulting Issuer will also issue 720,000 Resulting Issuer Shares at a deemed price of $0.50 per share, and 720,000 share purchase warrants (the "Finder's Warrants"), to arm's length parties as a finder's fee in connection with the Acquisition. Each Finder's Warrant will be exercisable for one Resulting Issuer Share at a price of $0.50 per share for a period of three years from closing of the Acquisition.

Existing convertible securities of the Company will be subject to the Consolidation, resulting in 251,261 post-Consolidation stock options, each exercisable into one Resulting Issuer Share at a post-Consolidation price of $0.108 per Resulting Issuer Share until one year from the date of closing of the Acquisition.

Following completion of the Acquisition, it is anticipated that there will be approximately 16,720,000 Resulting Issuer Shares issued and outstanding in the Resulting Issuer, in addition to any Resulting Issuer Shares issued as part of the Financing (as defined below).

The parties to the Acquisition will negotiate definitive documentation, including a definitive agreement setting forth the detailed terms of the Acquisition and such other terms and conditions as are customary for transactions of the nature contemplated herein.

Upon completion of the Acquisition, the Resulting Issuer anticipates changing its name to Celexir Inc., or such other name as may be determined by the parties to the Acquisition.

Arm's Length Relationships

The Acquisition is not a non-arm's length transaction and there are no non-arm's length parties to the Acquisition, and it is not currently contemplated that approval by the Company's shareholders will be required or sought for the Acquisition.

Financing

As a condition to completing the Acquisition, the parties intend to complete a non-brokered private placement financing (the "Financing") of subscription receipts (the "Subscription Receipts") through Finco, to raise minimum gross proceeds of $2,000,000, through the issuance of a minimum of 4,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt.

The proceeds of the Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Acquisition. Immediately prior to the completion of the Acquisition, on satisfaction of the escrow conditions, each Subscription Receipt will automatically convert, without payment of any further consideration and with no further action on the part of the holder thereof, into one common share of Finco (each, a "Finco Share"), and thereafter pursuant to the Amalgamation, each Finco Share issuable upon conversion of the Subscription Receipts will be exchanged for one Resulting Issuer Share. In the event that the Acquisition is not completed, each Subscription Receipt will be cancelled, and the subscription funds will be returned to the subscribers. The Company may pay a commission in connection with the Financing. Once released from escrow, the Resulting Issuer will use the proceeds of the Financing for commercialization of its products, and for general working capital purposes, subject to certain terms and conditions set forth in the definitive agreement governing the Acquisition.

All securities issued by the Resulting Issuer in connection with the Financing will be free trading upon completion of the Acquisition.

Board of Directors and Management Changes

On completion of the Acquisition, the Resulting Issuer's board of directors and management team will be constituted to include directors and management designated by Celexir and the Company. Details of the full management team will be provided in subsequent press releases.

Completion of the Acquisition is subject to a number of conditions, including completion of the Financing, receipt of all necessary shareholder and regulatory approvals, execution of related transaction documents, and conditional approval of the Exchange for the listing of the Resulting Issuer Shares following completion of the Acquisition.

There can be no assurance that the Acquisition, the Financing, or the proposed listing of the Resulting Issuer Shares on the Exchange will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

Further details of the Acquisition will be included in subsequent news releases and disclosure documents to be filed by the Company in connection with the Acquisition.

For more information, please contact the Company at 778-331-8505 or email: [email protected].

On Behalf of the Board of Directors of Brandlin Ventures Ltd.

Scott Ackerman
Director and CEO

As noted above, completion of the Acquisition is subject to a number of conditions, including but not limited to all necessary shareholder and regulatory approvals and completion of the Financing. The Acquisition cannot be completed until all necessary shareholder and regulatory approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documents to be prepared in connection with the Acquisition, 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 the Company should be considered highly speculative.

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "could", "intend", "expect", "believe", "will", "projected", "estimated", or variations of such words, and includes the anticipated benefits of the Acquisition, the ability of the Company and Celexir to obtain all necessary shareholder and regulatory approvals for the Acquisition and the ability of the Company and Celexir to complete the Acquisition and Financing on the terms and timing described herein, or at all.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the inability of the Company to work effectively with strategic investors; and material adverse changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein. We do not assume any obligation to update any forward-looking statements.

SOURCE: Brandlin Ventures Ltd.

View the original press release on ACCESS Newswire

F.T. Michaud--SMC