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1355379 B.C. Ltd. Signs Definitive Share Purchase Agreement for the Acquisition of Room 40 AI Inc.

By: Newsfile

Vancouver, British Columbia--(Newsfile Corp. - October 30, 2025) - 1355379 B.C. Ltd. ("1355379" or the "Company"), is pleased to announce that it has entered into a definitive Share Purchase Agreement (the "Agreement") with Room 40 AI Inc. ("Room 40 AI"), a Delaware-based technology company specializing in lightweight, real-time Internet-Of-Things analytics.

Through the acquisition of Room 40 AI, the Company will have all rights, title, and interest in the proprietary software application developed by Room 40 AI (the "Software"), including its source code, documentation, components, and intellectual property enabling the Company to commercialize, license, and further enhance the platform globally. The Software comprises a suite of analytic algorithms and real-time machine learning algorithms for data collection and analysis in Internet-Of-Things ("IoT") device settings.

Under the terms of the Agreement, the Company will acquire one hundred percent of all of the issued and outstanding shares of Room 40 AI by issuing 8,158,650 common shares of 1355379 to the shareholders of Room 40 AI in a share-for-share exchange transaction at a deemed value of $2,000,000. Also, pursuant to the Agreement, on or before closing, the Company is required to complete a non-brokered private placement of common shares at a price of $0.25 per common share for gross proceeds of not less than $250,000 . The final structure of the transaction is subject to tax and legal advice and the completion of the transaction is subject to customary closing provisions and approvals.

"Room40 AI has achieved significant milestones in developing secure, real-time machine learning methods that seamlessly integrate into a broad set of IoT devices. Room40 AI sets an excellent foundation for our vision of developing AI-integrated software and hardware ecosystems for smart home, security, and defense applications. We are excited to be working with Vishnu Kannan and Room40 AI to continue developing the future of integrated IoT systems. The acquisition positions 1355379 to accelerate its growth trajectory as it advances plans to pursue a future public listing on a Canadian stock exchange. The transaction provides the foundation for building a robust and integrated technology portfolio, scaling its technology strategy, and expanding its reach in the embedded systems sector." said Brian O'Connor, CEO of 1355379.

"As part of 1355379, we gain further resources to integrate our algorithms into a much broader set of products and systems. We are confident that this collaboration will translate our cutting-edge real-time machine learning into transformative value across industries," said Vishnu P. Kannan, Founder and CEO of Room 40 AI Inc.

About Room 40 AI Inc.

Room40 AI Inc. is a Delaware-based technology company located in Highland, Maryland, focused on developing integrated IoT analytics technology and real-time machine learning methods to optimize function of connected devices. Their modular, lightweight algorithms systematically enhance product outcomes through comprehensive data collection and advanced analytics, with dual-use applications. The company specializes in novel statistical methods, delivering next-generation software solutions that leverage artificial intelligence and integrated hardware systems.

About 1355379 B.C. Ltd.

1355379 B.C. Ltd. is a reporting issuer in the Province of British Columbia. The Company is pursuing strategic acquisitions and partnerships as part of its path toward a planned listing on a Canadian stock exchange. Its mandate is to identify and advance high-value technology assets with commercial scalability and long-term market relevance.

For further information, please contact:

Brian O'Connor
Director, 1355379 B.C. Ltd.
Email: oconbri@gmail.com

Reader Advisory

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the acquisition of Room 40 AI, the use of the Software and the ability to commercialize, license, and further enhance the platform globally. The forward-looking statements and information are based on certain key expectations and assumptions made by 1355379, including expectations and assumptions concerning the production and commercialization of its products. Although 1355379 believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because 1355379 can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the ability of 1355379 to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, whether the acquisition of Room 40 AI will be completed, the operating performance of 1355379's and Room 40 AI's assets and businesses, competitive factors in the technology industry, changes in laws and regulations affecting 1355379's and Room 40 AI's business, technological developments, whether 1355379 or Room 40 AI can continue to commercialize and integrate its products or whether demand for its products decreases of disappears, and general economic conditions.

Additional information on risks and uncertainties and other factors that could affect 1355379's operations or financial results are included in 1355379's reports on file with the Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca) .Furthermore, any forward looking statements contained in this news release are made as of the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such forward looking statements, although considered reasonable by management as of the date hereof, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272528

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