4 Touchdowns Capital Announces Partial Revocation of Cease Trade Order and Proposed Financing

Vancouver, British Columbia–(Newsfile Corp. – June 4, 2026) – 4 Touchdowns Capital Inc. (“4TC” or the “Company“) announces that the British Columbia Securities Commission (“BCSC“) has issued an order dated December 9, 2025 (the “Partial Revocation Order“) partially revoking the failure-to-file cease trade order issued against the Company on May 6, 2025 (the “FFCTO“) for failing to file certain outstanding continuous disclosure documents (collectively, the “Documents“) within the timeframes prescribed by applicable securities laws.

The Partial Revocation Order permits the Company to conduct a financing on a non-brokered private placement basis (the “Proposed Financing“). The FFCTO continues to apply in all other respects.

According to the terms of the Proposed Financing, the Company intends to issue and sell up to 10,000,000 units (the “Units“), each Unit consisting of one common share in the capital of the Company (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“), at an offering price of $0.025 per Unit for aggregate gross proceeds of approximately $250,000. Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.05 per Common Share for a period of five (5) years following the closing of the Proposed Financing.

The terms of the Proposed Financing have been negotiated on an arm’s length basis. The Company does not expect the Proposed Financing to result in a material change of control. The Proposed Financing will be conducted on a prospectus exempt basis and each distribution made in respect of the Proposed Financing will be to subscribers who qualify for the accredited investor prospectus exemption in accordance with section 2.3 of National Instrument 45-106 Prospectus Exemptions.

The Proposed Financing is intended to improve the Company’s financial situation during the period that the FFCTO remains in effect. The Company intends to use the proceeds of the Proposed Financing to pay fees to its auditor, accountants and other service providers, as well as audit, accounting, legal and filing fees to be incurred in preparing and filing all outstanding Documents. The Company reasonably believes that the proceeds from the Proposed Financing will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient working capital to meet its obligations and continue its business during such period.

Prior to completion of the Proposed Financing, each Investor will receive a copy of the FFCTO and the Partial Revocation Order, and will be required to provide a signed and dated acknowledgement to the Company that all of the Company’s securities, including the Common Shares issued in the Proposed Financing, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the BCSC does not guarantee the issuance of a full revocation order in the future.

Certain insiders of the Company may acquire Common Shares pursuant to the Proposed Financing. Any participation by insiders in the Private Placement would constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61- 101“). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements contained in sections 5.5(g) and 5.7(e) of MI 61-101, due to financial hardship and as the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities of the Company to be issued pursuant to the Proposed Financing will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as that term is defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using words such as “expects”, “anticipates”, “plans”, “intends”, “believes”, or variations of such words and phrases, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) is forward-looking information.

Forward-looking information in this press release includes, but is not limited to, statements regarding: the completion and timing of the filing of the unfiled continuous disclosure documents; the terms, timing and completion of the Proposed Financing and the intended use of proceeds; the application for and potential receipt of a full revocation order; and the impact of general economic and industry conditions.

The Company’s actual results could differ materially from those anticipated in the forward-looking information as a result of risks including, but not limited to: the filing of the unfiled documents not being completed within the timeframe described herein or at all; the BCSC not lifting the FFCTO; the Proposed Financing not being completed on the terms described herein, or at all; the availability of future financing; prevailing economic and market conditions; dependence on regulatory approvals; and other risks factors beyond the control of the Company.

Although the Company believes that the expectations reflected in the forward-looking information are reasonable, no assurance can be given that these expectations will prove to be correct, and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this press release represents the Company’s expectations as of the date hereof and is subject to change after such date. Except as required by applicable securities legislation, the Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

No stock exchange nor any Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. news wire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300276