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

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.

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