Leeward Capital Corp. and Burton Growers Ltd. Enter Into Formal Share Exchange Agreement

Calgary, Alberta--(Newsfile Corp. - July 17, 2026) - LEEWARD CAPITAL CORP. ("Leeward" or the "Company") is pleased to announce that it has entered into a binding Share Exchange Agreement with Burton Growers Ltd. ("Share Exchange Agreement") dated July 15, 2026. The Share Exchange Agreement is based on the letter of intent terms announced on December 31, 2024. Pursuant to the Share Exchange Agreement Leeward has agreed to acquire at least 67% of the issued and outstanding common shares and other shares of Burton Growers Ltd. ("Burton Growers") in exchange for Leeward common shares.

The Transaction Pursuant to The Share Exchange Agreement

Pursuant to the Share Exchange Agreement, Leeward will issue to the shareholders of Burton Growers, prior to completion of the minimum Financing and roll back described below, up to 2,553,398,607 Leeward common treasury shares (the "Purchase Shares") in exchange for all of the issued and outstanding common shares of Burton Growers (the "Transaction"). To conclude the Transaction at least 67% of the Burton Shareholders must agree to the aforesaid share exchange. That is, the Transaction can be concluded, if necessary, upon acceptance by the holders of not less than 67% of all of the shares of Burton Growers. In essence, Leeward will deliver 25,533,986 common treasury shares for each 1% of Burton Growers shares acquired. The principal shareholders of Burton Growers hold over 67% of the Burton Growers shares. As such, there little risk that the 67% acceptance by the Burton Growers shareholders will not be met. Closing of the Transaction is expected to occur prior to November 15, 2026.

All outstanding stock options of Leeward will be cancelled upon completion of the Transaction.

The completion of the Transaction is subject to certain conditions, including:

1. The agreement to the share exchange by the holders of at least 67% of the Burton Growers shares;
2. Completion of the necessary financial statements by each of Leeward and Burton Growers;
3. Completion of a private placement offering raising at least $500,000;
4. Completion of the consolidation of the Leeward common shares on a ten for one basis;
5. Completion of the sale of the Leeward mining properties (discussed further below) and the assignment of the Leeward debt;
6. The resignation of the current Leeward board members and their replacement by qualified individuals; and
7. Receipt of all necessary shareholder approvals.

Leeward's Assets Going Forward:

The current Leeward mining assets and associated debt in Leeward will be sold and transferred to a third party purchaser ("MiningCo"). Leeward shall convey the Pistol resource property (the "Resource Properties") to MiningCo in consideration of:

1. MiningCo assuming the debts of Leeward as of the closing including the Leeward promissory notes (approximately $513,200) (the "Mining Liabilities"). The debts and liabilities assigned do not include the liabilities arising after March 31, 2026 as part of the Transaction including the public companies reporting and maintenance costs (but not including Leeward's legal costs);
2. MiningCo indemnifying Leeward for the payables and accruals (approximately $87,100) and any liabilities relating to the Resource Properties (the "Payables"); and
3. the payment of all legal fees incurred by Leeward for the transactions described in the Share Exchange Agreement.

Concurrent Financing

In conjunction with the closing of the Transaction, the Company intends to complete a financing by way of private placement for aggregate minimum proceeds of $500,000 and up to a maximum of $1,000,000 (the "Financing"). The Financing will proceed by way of issuance of shares by Burton Growers, the issuance of convertible debt by Burton Growers, and/or the issuance of common shares by Leeward. It is anticipated that after completion of the Transaction and the Financing the participants in the Financing will own approximately 16% to 26%.

Stock Exchange Listing

It is the intention that Leeward will apply for listing its common shares on a recognized stock exchange. The intention is to list the Leeward common shares on either the TSX Venture Exchange or the Canadian Securities Exchange. In addition, it is intended to see the Leeward common shares trade on the Frankfurt Stock Exchange.

Capitalization and Roll Back

As of the date hereof, Leeward has 264,045,623 common shares issued and outstanding. Leeward intends to complete a share consolidation of its outstanding common shares on a 10:1 basis (the "Roll Back").

The anticipated capital structure of the Company after closing of the Transaction and the Financing will be approximately as follows:

*Assuming Share Exchange is accepted by 100% of Burton Shareholders.

About Burton Growers

Burton Growers is a private company that owns a Health Canada Cannabis licensed greenhouse located in southern Alberta. Burton Growers has been granted a Cannabis Standard Processing, Standard Cultivation, and Sale for Medical Purposes license by Health Canada (the "License"). The License was received on November 29, 2024 and is granted for a five (5) year term. Burton Growers has not yet planted any cannabis in the Greenhouse but it does intend to do so. The business plan of Burton Growers is to export cannabis product to other international jurisdictions, including Europe, and assist cannabis companies located outside of Alberta distribute their cannabis products in Alberta.

Pursuant to the License (subject to Health Canada laws and regulations), Burton Growers is entitled to cultivate, process, and make direct sales through its website and otherwise. Through the license Burton Growers will be able to market and sell Cannabis produced by third parties. In addition, the Health Canada License held by Burton Growers along with a pending permit from Excise Canada will allow Burton Growers to export its product to Europe and other jurisdictions.

Burton Growers' cultivation facility is differentiated from many other cannabis cultivators in that it is a true greenhouse (i.e. relies on the sun rather than costly lighting). The greenhouse is 25,000 square feet in area with an attached administration and processing facility of approximately 6,000 square feet in area. The Burton Growers greenhouse is located in the sunniest area of Canada and in an area of southern Alberta where there are many greenhouses producing various vegetable and fruit crops. Burton Growers believes it will have a competitive advantage over most other cannabis producers as it will not have the large power costs faced by the "in-door grows". In addition, Burton Growers use of land costs is substantially less than other cultivators. The greenhouse and processing facility are located on lands owned by affiliates of Spencer Burton (a director of Burton Growers).

In addition, Burton Growers expects to avoid the large carbon footprint of most cannabis cultivators. Although it is not fully "green" at this point, Burton intends to proceed with a solar energy program which will see its electric power and heat come from the use of solar. This strategy is not only to reduce or eliminate the Burton Growers carbon footprint but also to reduce its cultivation costs.

Burton Growers also has the option to purchase a 160 acre parcel of land in central Alberta. If this option is exercised Burton Growers intends to apply to Health Canada for a Cannabis license for cultivation as an "out-door" grow.

Although Burton Growers will cultivate cannabis under the License, its business model is largely focused on being a distributor of other growers' cannabis. Many growers have difficulty getting their product to market or if they do get it to market they see a large discount in the price received. Burton Growers will be structured to distribute and market their products for them. Similarly, many companies do not have the expertise to export their cannabis product. Burton Growers business model sees it exporting cannabis products-with a focus on Europe. This export, marketing and distribution arm of Burton Growers is intended to be the core activity of Burton Growers. Unlike many other companies holding a "Standard License", Burton Growers does not intend to be reliant on cultivation activities alone. Burton Growers has retained individuals experienced in marketing for large companies in Canada and through-out Europe. Their marketing skill-set includes the launch of new products and new brands.

In addition, Burton Growers has on staff individuals with experience in:

1. Cultivating, processing, and distributing of cannabis products;
2. Health Canada Cannabis regulatory compliance;
3. Export of cannabis products;
4. Legal and accounting matters including maintaining its public listings, obtaining cannabis licenses, corporate transactions, and obtaining export permits.

Go Forward Management

After closing of the Transaction, senior management of Leeward will be members of the current management team of Burton Growers. Further information regarding the proposed management and directors will be included in a follow-up new release.

Financial Information

Burton Growers is currently completing its financial statements. The completion and public disclosure of the financial statements on sedarplus.ca will be announced in a future news release.

Disclosure

Completion of the Transaction is subject to a number of conditions, including, if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of Burton Growers and the Financing; and the anticipated business plan of the resulting issuer subsequent to completion of the transactions described herein. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Information disclosed herein regarding the Company is provided by the Company. Information disclosed herein regarding Burton Growers is provided by Burton Growers. The parties have not verified the information provided by the other parties.

Forward looking information is typically identified by words such as believe, expect, anticipate, intend, estimate, forecast, postulate and similar expressions, or are those, which, by their nature, refer to future events. Leeward cautions investors that any forward-looking information provided by Leeward are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Leeward's ability to complete the proposed transaction; the state of the financial markets for Leeward's equity securities; the state of the market for gold or other minerals that may be produced generally by the resulting issuer in the event the transaction is completed; recent market volatility; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Leeward is unaware of at this time. The reader is referred to the Company's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through the Company's page on SEDAR+ at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305648