Star Metro - Brandlin Ventures Enters Definitive Agreement to Acquire Celexir Inc.

VANCOUVER, BC / ACCESS Newswire / September 22, 2026 / Brandlin Ventures Ltd. (the "Company" or "Brandlin"), further to its press release on July 27, 2026, is pleased to announce that it has entered into an amalgamation agreement dated September 21, 2026 (the "Amalgamation Agreement") among Brandlin, Brandlin Capital Inc. ("Subco"), a wholly-owned subsidiary of Brandlin, and Celexir Inc. ("Celexir"). The Amalgamation Agreement outlines the terms and conditions pursuant to which Brandlin and Celexir will effect a business combination that will result in Brandlin acquiring all of the business and operations of Celexir by way of an amalgamation of Subco and 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"). Upon closing, Brandlin will change its name to Celexir Inc., or such other name as the parties may agree.

About Celexir

Celexir is a private company incorporated under the Canada Business Corporations Act on July 21, 2025. Celexir and Brandlin are at arm's length.

Celexir's business is being developed to provide clinically-backed peptides, stem cells and endosome epipens, supporting skin rejuvenation, recovery and longevity. Celexir's compounds are developed to be 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

In connection with the Acquisition, Brandlin will complete a consolidation of it share capital on a 2.1605291 old for 1 new basis (the "Consolidation"). Pursuant to the Amalgamation Agreement, the Acquisition will be completed by way of a statutory amalgamation pursuant to which, inter alia, (i) 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, 2,000,000 Resulting Issuer share purchase warrants (the "Performance Warrants"), and 4,000,000 Resulting Issuer earn-out rights (the "Earn-Out Rights") in exchange for all Celexir Shares. Each Performance Warrant will be exercisable at $0.50 per Resulting Issuer Share for a period of three years from closing of the Acquisition, conditional upon the Resulting Issuer generating $2,000,000 in revenue within 18 months following closing of the Acquisition. The Earn-Out Rights will entitle holders thereof to receive an aggregate of 4,000,000 Resulting Issuer Shares upon the Resulting Issuer meeting certain business milestones within the first two years following closing of the Acquisition (the "Earn-Out Shares"). Certain of 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 pursuant to the polices of the Exchange; and (ii) Subco and Celexir will amalgamate and become a wholly-owned subsidiary of the Resulting Issuer.

In connection with the completion of the Acquisition, the Resulting Issuer will also issue an aggregate of 720,000 Resulting Issuer Shares at a deemed price of $0.50 per share, and 720,000 Resulting Issuer share purchase warrants (the "Finder's Warrants"), to Caravel NT Fund Ltd. and Virgin Wool Capital Limited, each an arm's length party, 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 $0.378 per Resulting Issuer Share until one year from the date of closing of the Acquisition.

Following completion of the Acquisition, 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).

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 Subco, 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 Subco (each, a "Subco Share"), and thereafter pursuant to the Amalgamation, each Subco 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 or Subco 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.

Board of Directors and Management Changes

Upon completion of the Acquisition, the Resulting Issuer's board of directors and management team are expected be reconstituted to include three directors and management comprised of the individuals listed below:

Anthony Rossi, proposed Chief Executive Officer, President, and Director

Anthony Rossi is co-founder of Celexir, and a serial entrepreneur, investor, and capital markets executive with multiple exits and director roles.

As CEO of Force One Capital, a global investment banking and private equity firm, Mr. Rossi has assisted in raising over $3B across biotech, healthcare, and emerging technology and led a number of public listings on the TSX-V, TSX, and CSE. Mr. Rossi co-founded Cubed Biotech, which operates a Health Canada-licensed GMP facility in Montreal, and his ventures also include Logan Capital Partners, a mortgage debt fund for land and construction financing. Mr. Rossi sits on several boards across fintech, biotech, AI, and sports management, and is majority owner and president of the Arena Football League.

Jonathan Soosaipillai, proposed Chief Financial Officer and Corporate Secretary

Jonathan Soosaipillai is a Fractional CFO and M&A advisor with expertise in cross-border financial strategy, pre-IPO planning, tax structuring, and capital readiness. Mr. Soosaipillai has supported transactions across multiple public and private financings and advised 500+ business owners across Canada, the US, and the UK in over 15 industries. At Celexir, Mr. Soosaipillai oversees financial architecture and capital markets readiness as the company moves toward its public listing.

Colin Frost, proposed Director

Colin Frost is a serial entrepreneur and fintech executive with more than a decade of experience building and scaling companies across financial services, capital markets, and e-commerce. Mr. Frost also leads growth and marketing for a multi-property e-commerce distribution business. Earlier in his career, Mr. Frost held a senior role at Experian, where he contributed to the launch of Experian Boost, a product recognized by Fast Company with a World Changing Idea award. Mr. Frost's background spans product design, team leadership, and executive management, giving him a hands-on perspective on every stage of building a company.

Sepehr Radjpoust, proposed Director

Sepehr Radjpoust is the founder and Principal of Balmoral Law Professional Corporation and Managing Director of Liquid Block SEZC, a Cayman Islands-based digital asset merchant bank focused on tokenized physical storage and commodities advisory. A securities and capital markets lawyer with a JD from the University of Ottawa, Mr. Radjoust previously served as Senior Manager of Listings at the Toronto Stock Exchange and as a Dealing Representative for TSX Private Markets. Since 2012, he has advised issuers, investors, and dealers on corporate and securities matters, bringing a rare combination of legal, institutional market, and digital asset expertise.

Completion of the Acquisition is subject to a number of conditions, including completion of the Financing, receipt of all necessary shareholder and regulatory approvals, conditional approval of the Exchange for the listing of the Resulting Issuer Shares following completion of the Acquisition, and satisfaction of other customary closing conditions.

A copy of the Amalgamation Agreement will be filed and accessible under Brandlin's profile on SEDAR+ (www.sedarplus.ca). 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 and proposed Exchange listing.

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 or 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 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, Subco, and Celexir to obtain all necessary shareholder and regulatory approvals for the Acquisition and the ability of the Company, Subco, 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.

BRANDLIN VENTURES LTD.
Suite 515 - 701 West Georgia Street
Vancouver, BC V7Y 1C6
Telephone: (778) 331-8505

SOURCE: Brandlin Ventures Ltd.

View the original press release on ACCESS Newswire

F.Davis--SMC