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Bettermoo(d) Announces Definitive Agreement With 1535184 B.C. LTD.

(via TheNewswire)

 

Transaction will represent a Fundamental Change of Bettermoo(d)

Vancouver, British Columbia, Canada April 2, 2026 TheNewswire Bettermoo(d) Food Corporation. (CSE: MOOO.X), (OTCQB: MOOOF), (Frankfurt: 0I5A, WKN: A3D8PP) (the “Company” or “Bettermoo(d)”) is pleased to announce that it has entered into a definitive share exchange agreement (the “Agreement”) dated April 2, 2026, with 1535184 B.C. Ltd. (“153 BC Ltd”) pursuant to which Bettermoo(d) will acquire all of the issued and outstanding shares of 153 BC Ltd (the “Transaction”). The Transaction will constitute a “Fundamental Change” of Bettermoo(d) under the policies of the Canadian Securities Exchange (the “CSE”).

Subject to the satisfaction or waiver of all conditions precedent to the Transaction, it is anticipated that the Transaction will be completed on or before June 30, 2026. However, there can be no assurance that the Transaction will be completed on the terms currently contemplated, or at all.

Trading in the common shares of Bettermoo(d) will be halted in accordance with the policies of the CSE and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.

Transaction Summary

Pursuant to the Agreement, Bettermoo(d) will issue an aggregate of 25,075,100 common shares of Bettermoo(d) in exchange for all of the issued and outstanding common shares of 153 BC Ltd., and an aggregate of 15,024,999 common share purchase warrants of Bettermoo(d), in exchange for all the issued and outstanding common share purchase warrants of 153 BC Ltd outstanding immediately prior to the closing of the Transaction, on a one‑for‑one basis.

153 BC Ltd is party to a share exchange agreement (the “DXG Acquisition Agreement”), dated January 30, 2026, with Defence Xccelerator Group Inc. (“DXG”) and its shareholders of DXG, pursuant to which 153 BC Ltd. has agreed to acquire all of the issued and outstanding shares of DXG (the “DXG Acquisition”), on and subject to the terms and conditions of the DXG Acquisition Agreement. Concurrently with, and as a condition to the competition of the Transaction, 153 BC Ltd. will complete the DXG Acquisition, following which DXG will become a wholly owned subsidiary of 153 BC Ltd. Upon completion of the Transaction, 153 BC Ltd will become a wholly-owned subsidiary of Bettermoo(d) (as referred to post completion of the Transaction, the “Resulting Issuer”) and, in connection therewith DXG will become an indirect wholly-owned subsidiary of Bettermoo(d), and the business of DXG will become the business of the Resulting Issuer.

As the Transaction constitutes a “Fundamental Change” of Bettermoo(d), approval from Bettermoo(d)’s shareholders will be sought, either by way of written consent (in which case the approval of the holders of 50.01% or more of the Bettermoo(d) Shares will be required) or at a shareholder’s meeting (in which case a the approval of a majority of votes case at such meeting will be required) to be held for that purpose on a future date to be determined.

No finder’s fees are payable in connection with the Transaction and, completion of the Transaction is expected to result in the creation of new insiders of the Company.

The Agreement provides that completion of the Transaction is subject to the satisfaction of various conditions, including, but not limited to, (i) approval from the CSE for the Transaction and the listing of all applicable securities in connection with the Transaction; and (ii) the completion of a concurrent financing by Bettermoo(d) in an amount of not less than $3 million (the “Concurrent Financing”); and (iii) the completion of the DXG Acquisition; and (iv) receipt of all requisite corporate, and shareholder consents and approvals.

Proposed Directors and Officers of the Resulting Issuer

It is currently anticipated that all of the existing directors of Bettermoo(d) will remain as directors of the Resulting Issuer. In addition, subject to completion of the Transaction, Mr. John Holden is expected to join the Resulting Issuer as Chief Executive Officer, and Mr. Cameron Chell is expected to join the board of directors of the Resulting Issuer.

John Holden – Proposed CEO

John Holden is a defense and border security expert with experience spanning military and national security operations. He was commissioned into the Royal Navy, serving on fleet ships and submarines as well as completing roles at the UK’s Permanent Joint Headquarters (PJHQ), Joint Terrorism Analysis Centre (JTAC), and as a United Nations Military advisor. On leaving the forces, he became a diplomat with the UK Foreign and Commonwealth Office, John’s experience and networks span both public and private sectors; he has expertise in initiating and delivering at a diplomatic and at an in operational theater field operations level complex and sensitive international Defence and National Security projects.

Cameron Chell – Proposed Director

Cameron is a visionary technology entrepreneur and seasoned executive with over three decades of experience in founding, building, and scaling innovative companies across multiple sectors. He is the Co-Founder and CEO of Draganfly Inc., a leading provider of advanced drone solutions, where he has been instrumental in positioning the company at the forefront of the unmanned aerial vehicle (UAV) industry.

Cameron’s entrepreneurial journey began at an early age and spans multiple successful ventures. He co-founded Urthecast, a company that revolutionized satellite imaging, and Cold Bore Technologies, which provides tactical solutions for law enforcement and military operations. He also led Slyce, a visual search technology company, and has served as Executive Chairman of WEconnect Health, driving innovations in digital health and patient outcomes. Across each venture, Cameron has been recognized for his ability to combine strategic vision with operational excellence, ensuring that innovative ideas are translated into scalable, market-ready solutions.

Information Concerning 1535184 B.C. LTD.

1535184 B.C. Ltd. was incorporated under the Business Corporations Act (British Columbia). 1535184 B.C. Ltd. is not a “reporting issuer” under applicable Canadian securities laws, and there is currently no public market for its securities. 1535184 B.C. Ltd. does not carry on any active business operations and holds no assets other than cash. Its activities to date have been limited to assembling a management team and pursuing the proposed acquisition of DXG.

Information Concerning Defence Xccelerator Group Inc.

DXG is a technology company focused on the development and delivery of integrated border surveillance and security solutions. DXG’s offerings include systems incorporating advanced sensor technologies, biometric identification solutions, unmanned aerial vehicles, command, control, communications, computers and intelligence centres, and physical security information management platforms. DXG also provides related training and support services and facilitates the deployment of mobile communications networks and associated infrastructure in support of border operations, security initiatives, and postdisaster response activities.

On February 3, 2026, DXG acquired Integrated Defence Accelerator UK Limited, which it now holds as a wholly-owned subsidiary. Integrated Defence Accelerator UK Limited designs and delivers certain components of electronic border surveillance and biometric systems.

Additional financial and operational disclosure relating to Defence Xccelerator Group Inc., will be disclosed in the listing statement.

Further information

Bettermoo(d) will issue further releases providing further details in respect of the proposed Transaction and Concurrent Financing in accordance with the policies of the CSE. A copy of the Agreement will be filed on SEDAR+ with this release.

Additional details, including financial information, on the businesses of DXG and the Resulting Issuer, will follow in the Resulting Issuer’s listing statement, each to be prepared in accordance with applicable securities legislation and the listing requirements of the CSE.

Investors are cautioned that, except as disclosed in such disclosure documents, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities in any jurisdiction.‎ The securities referred to in this news release have not been, and will not be, registered under the ‎United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are registered under the ‎United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable ‎exemption from the such U.S. registration requirements is available. This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of ‎securities in the United States must be made by means of a prospectus containing detailed ‎information about the Company and management, as well as financial statements.‎

About Bettermoo(d) Food Corporation

Bettermoo(d) Food Corporation is an innovative beverage company focused on delivering high quality products through online and in-store retail platforms. Bettermoo(d) Food Corporation utilizes social media to deliver educational experiences for their customer base while demonstrating pioneering beverage technologies.

On behalf of the Board of Directors

Nima Bahrami

Chief Executive Officer and Director Bettermoo(d) Food Corporation

 

For further information please contact:

Email: investors@bettermoodfoodcorporation.com  

Website: www.bettermoo.com

Phone: 1-855-715-1865

 

Forward-Looking Statements

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Bettermoo(d) with respect to future business activities and operating performance, as well as future operations of the Resulting Issuer. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated on the terms as currently contemplated or at all; whether the insiders of the Resulting Issuer will be acceptable to the CSE; CSE approval of the Transaction; whether the conditions precedent to the Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Transaction will be satisfied, or the timing for completing the Transaction and the conditions precedent to the Transaction; the completion of the Concurrent Financing; and the completion of the DXG Acquisition.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Bettermoo(d)’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Bettermoo(d) believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction and/or the conditions precedent to the Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transaction and/or the conditions precedent to the Transaction on the proposed terms and schedule; the ability to complete the Concurrent Financing and the DXG Acquisition; the potential impact of the announcement or consummation of the Transaction and/or the conditions precedent to the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction and/or the conditions precedent to the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Bettermoo(d) and DXG and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Bettermoo(d) has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking statements included in this press release is made as of the date of this press release and Bettermoo(d) does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Canadian Securities Exchange has not reviewed, approved, or disapproved the contents of this press release.

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