We are pleased to announce that 1344346 BC Ltd. (the “Company”) has formally entered into a letter agreement (the “Letter Agreement”) with Bien-Etre Ltd. (“Bien-Etre”). The Letter Agreement outlines the proposed terms and conditions pursuant to which the Company and Bien-Etre will affect a business combination that will result in a reverse takeover of the Company by the securityholders of Bien-Etre (the “Proposed Transaction”).

Bien-Etre is an emerging technology company focusing on personalized beauty and wellness solutions, blending advanced science with traditional consumer products. The company is dedicated to empowering individuals to proactively manage their health and well-being for a happier, healthier life.

Leveraging cutting-edge AI and DNA technology assets, Bien-Etre introduces a revolutionary approach initially tailored for skincare, catering to the evolving demand for personalized solutions, with broader applications envisaged. The platform is set to evolve into a SaaS offering, providing scalability as consumers increasingly seek personalized solutions across various lifestyle domains.

Aly Rahimtoola, CEO and Founder, expressed enthusiasm about the venture, stating, “We are thrilled to unveil this distinctive venture at the intersection of health, beauty, and wellness, harnessing scientific advancements to enhance lives. As we embark on this exciting journey, we aim to curate a portfolio of brands that align with our vision, collaborating with forward-thinking investors across North America.”

Transaction Details

The Proposed Transaction is envisioned to entail an exchange where each common share of Bien-Etre will be swapped for one common share (the “Resulting Issuer Shares”) of the resultant entity (the “Resulting Issuer”). The final structure is contingent upon receiving satisfactory tax, corporate, and securities law advice for both Company and Bien-Etre.

The completion of the Proposed Transaction is contingent upon several conditions, including securing all requisite third-party consents and regulatory approvals, as well as conditional approval for listing the Resulting Issuer Shares on the CBOE Exchange.

As part of the Proposed Transaction, the Company will need to undertake various actions, including: (i) renaming to Bien-Etre Ltd. or an alternative name acceptable to regulatory authorities; (ii) adjusting its outstanding shares to ensure Company shareholders collectively retain C$2.0 million in Resulting Issuer Shares; (iii) appointing new directors and officers nominated by Bien-Etre upon closing; and (iv) potentially introducing a new option plan for the Resulting Issuer, subject to Bien-Etre’s discretion.

Additional particulars regarding the Proposed Transaction, along with insights into Bien-Etre’s business and operations (including relevant financial statements), will be disseminated through subsequent news releases and public filings.

Bien-Etre Financings

In conjunction with or preceding the closing of the Proposed Transaction, Bien-Etre intends to conduct a private placement offering of common shares, targeting aggregate gross proceeds of $5,000,000 at a market-adjusted price (the “Concurrent Financing”).

For more information or any questions, please contact:

Andrew Bell

This press release serves solely for informational purposes and does not serve as a proxy statement or solicitation for proxies. It is important to note that forward-looking statements may not align with actual results due to a range of uncontrollable factors. Investors are encouraged to review the pertinent documents filed with the SEC (Securities and Exchange Commission) concerning the proposed transaction.