A proposed business combination

Brandlin Ventures Ltd. announced that it entered into a binding letter of intent dated July 24, 2026, with Celexir Inc. The LOI outlines the general terms of a proposed business combination through which Brandlin, or an affiliate, would acquire Celexir’s business and operations.

Under the contemplated structure, the resulting issuer would acquire 100 percent ownership of Celexir, and Celexir’s assets would become its operating business. Completion is conditional on the resulting issuer’s common shares being listed on the Canadian Securities Exchange. Following closing, the resulting issuer is expected to change its name to Celexir Inc. or another name agreed by the parties.

Proposed consideration and financing

The LOI contemplates a share consolidation by Brandlin followed by a three-cornered amalgamation. Celexir shareholders would receive an aggregate of eight million post-consolidation shares at a deemed value of $0.50 per share, together with two million performance warrants. Up to four million additional earn-out shares could become issuable if specified business milestones are met during the first two years after closing.

The proposed transaction also calls for a non-brokered private placement financing with minimum gross proceeds of $2 million through the issuance of at least four million subscription receipts priced at $0.50 each. Funds would remain in escrow until the applicable conditions are satisfied. If the transaction does not close, the subscription receipts would be cancelled and the funds returned to subscribers.

Conditions and next steps

Brandlin and Celexir still need to negotiate and execute definitive transaction documents. Completion is subject to several conditions, including the financing, required shareholder and regulatory approvals, related documentation and conditional approval by the Canadian Securities Exchange.

The announcement therefore describes a proposed transaction, not a completed acquisition or public listing. The original release expressly states that there can be no assurance that the acquisition, financing or listing will be completed as proposed or at all. Further information is expected in subsequent news releases and formal disclosure documents as the process advances.

For Celexir, the proposed combination represents a potential route to additional capital and public-market access that could support commercialization and working-capital needs. Any such outcome remains dependent on the parties meeting the closing conditions and receiving the necessary approvals.

Original source  ACCESS Newswire — Brandlin Ventures Enters Letter of Intent to Acquire Celexir Inc.

Editorial note  This article contains forward-looking information. The transaction, financing and proposed listing remain subject to conditions and may not be completed as proposed or at all.