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VANCOUVER, BRITISH COLUMBIA, CANADA, April 1, 2022 /–1319732 BC Ltd. (“732 BC”) and Canyon Gold & Gravel Inc. (“CGG”) are pleased to announce that the companies have entered into a binding letter of agreement (the “Agreement”) which sets forth, in terms and conditions, the basic terms and conditions under which 732 BC and CGG will combine their business operations resulting in a reverse takeover (the “RTO”) of 732 BC by CGG and its shareholders.

Pursuant to the terms of the Agreement, it is expected that 732 BC and CGG will enter into a business combination through an arrangement, merger, share exchange or other similar structure ( the “Transaction”) which will make CGG a wholly owned subsidiary company of 732 BC or otherwise combining its corporate existence with that of 732 BC. The final structure of the Transaction is subject to the receipt by the parties of tax, corporate and securities law advice and will be agreed upon in accordance with the definitive transaction documents. The issuer resulting from the Transaction (the “Resulting Issuer”) will continue the day-to-day operations of CGG.

Prior to completion of the Transaction, the parties intend to complete a private placement (the “Concurrent Financing”). CGG and 732 BC intend to apply to list the common shares of the Resulting Issuer on the TSX Venture Exchange (the “TSXV”). There can be no assurance that the Resulting Issuer’s common stock will commence trading as expected, or at all, and neither CGG nor 732BC makes any representation that trading will occur.

732 BC and CGG will issue a subsequent press release containing additional terms of the Transaction. The completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including, but not limited to, the receipt of all required shareholder, regulatory and other approvals. There can be no assurance that the Concurrent Transaction or Financing will be completed as proposed or at all.

Around 732 BC

732 BC is a British Columbia corporation that is a reporting issuer under the securities laws of Alberta and British Columbia. 732 BC has no physical assets and does not conduct any active business or transactions, other than identifying and evaluating acquisition opportunities to enable the company to acquire business or assets in order to conduct business operations.

About CGG

CGG is owned by two principal shareholders, Mr. Peter Osha and Mr. Brian Ha, who have consolidated the 147 acre/surface landholding, placer gold and Undersurface Rights into one company: Canyon Gold & Gravel Inc. The company is headquartered in West Vancouver and incorporated in the province of British Columbia. Peter Osha has extensive knowledge of the construction industry, road building, placers, aggregates, mining and timber. With 40 years of experience, Peter Osha will lead and manage all phases of Canyon Gold’s operations, from start-up to on-site operations and environmental issues. This includes site restoration. Brian Hauff has a background in law, real estate development, private and public markets and capital raising. With over 40 years of market experience, he will manage the corporate and public company side of the business, including legal, accounting, public market and capital raising.

Further information

All information in this press release regarding 732 BC and CGG has been provided by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied upon the other party for any information. about the other party.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act”) or any state securities law and may not be offered or sold in the United States or to US persons unless registered under United States securities law and applicable state securities laws or an exemption from such registration is available.

There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, unless otherwise specified in the management information circular or filing statement to be prepared in connection with the transaction, any information published or received regarding the transaction may not be accurate or complete and should not not be invoked. Trading in the securities of CGG and/or ShellCo should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

For more information, please contact:

1319732 BC Ltd.
Binyomin Posen, director
Email: [email protected]

Canyon Gold & Gravel Inc.
Brian Hauff, director
Phone: 778-859-3309

Forward-looking information

Certain statements and information contained herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include, but are not limited to, statements or information regarding: the terms and conditions of the Transaction, the business and operations of CGG, 732 BC and the Resulting Issuer; the completion and terms of the Concurrent Financing and the listing of the Common Shares of the Resulting Issuer on the TSXV. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect to ”, “plan”, “predict”, “may” or “should” and the negative form of these words or such variations or comparable terminology are intended to identify forward-looking statements and information.

With respect to the forward-looking statements and information contained herein, 732 BC and CGG have made numerous assumptions, including assumptions about general business and economic conditions of CGG and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although the management of 732 BC and CGG believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information contained herein will prove to be accurate. Forward-looking statements and information, by their nature, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or results of the industry, materially different from future results, performance or achievements. expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with concurrent funding; the risks associated with negotiating a definitive agreement and obtaining all required approvals for the Transaction and/or other ancillary transactions, including CGG and 732 BC shareholder approval, and the TSXV; and other risk factors as detailed from time to time.

Readers should not place undue reliance on the forward-looking statements and information contained in this press release. 732 BC and CGG undertake no obligation to update forward-looking statements of beliefs, opinions, projections or other factors, should they change, except as required by law. The statements contained in this press release are made as of the date of this press release.

Binyomin Posen
1319732BC Ltd
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