Reeflex Solutions Iinc. Announces Completion of Qualifying Transaction

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/EIN News/ -- CALGARY, Alberta, May 22, 2025 (GLOBE NEWSWIRE) -- Reeflex Solutions Inc. (TSXV: RFX) (formerly Bigstack Opportunities I Inc., a capital pool company) (“Reeflex”) is pleased to announce that it has successfully completed its previously announced “Qualifying Transaction” pursuant to TSX Venture Exchange (“TSXV”) Policy 2.4 – Capital Pool Companies (the “Qualifying Transaction”). Reeflex received conditional approval from the TSXV for the Qualifying Transaction and a filing statement dated April 14, 2025 (the “Filing Statement”) with respect to the Qualifying Transaction can be found on Reeflex’s SEDAR+ profile at www.sedarplus.ca.

Trading in the common shares of Reeflex (“Reeflex Shares”) was previously halted at the request of Reeflex in connection with the initial announcement of the Qualifying Transaction and is expected to resume under the new ticker symbol “RFX” on the TSXV in two business days following the date of issuance of the bulletin by the TSXV evidencing final acceptance of the Qualifying Transaction. The new CUSIP number is 75846K105 and the new ISIN is CA75846K1057 for the Reeflex Shares.

“Completing this Qualifying Transaction marks a significant milestone for Reeflex Solutions Inc.,” said John Babic, President and CEO of Reeflex. “Our vision to transform and expand the capabilities of Coil Solutions Inc. is now supported by the resources and opportunities of a public company. We are excited to leverage this new platform to continue driving innovation and delivering value to our stakeholders.”

Summary of the Qualifying Transaction

In connection with the Qualifying Transaction, Reeflex changed its name from “Bigstack Opportunities I Inc.” to “Reeflex Solutions Inc.”.

Pursuant to the Qualifying Transaction:

• Reeflex Coil Solutions Inc. (the “Target”) completed an acquisition of all of the issued and outstanding shares in the capital of Coil Solutions Inc. (“Coil”) from all of the shareholders of Coil for aggregate consideration of $5.8 million, subject to a post-closing working capital adjustment;
• the Target completed a non-brokered private placement of 4,139,500 subscription receipts (each, a “Subscription Receipt”) at a price of $0.20 per Subscription Receipt for aggregate gross proceeds of $827,900. Each Subscription Receipt converted into one common share in the capital of the Target (the “Target Share”) prior to a three-cornered amalgamation (the “Amalgamation”) described below resulting in each holder of a Subscription Receipt receiving one Reeflex Share for each Subscription Receipt held; and
• Reeflex completed the Amalgamation pursuant to which (i) the Target amalgamated with 2704122 Alberta Ltd., a wholly-owned subsidiary of Reeflex, under the Business Corporations Act (Alberta), (ii) all of the issued and outstanding Target Shares immediately prior to the Amalgamation were cancelled and, in consideration therefor, the holders thereof received one Reeflex Share on the basis of one Target Share for one Reeflex Share and (iii) the amalgamated corporation, named Reeflex Coil Solutions Inc. (“Reeflex Coil”), is a wholly-owned subsidiary of Reeflex and Coil is a wholly-owned subsidiary of Reeflex Coil.
  

Following completion of the Qualifying Transaction, the directors and officers of Reeflex are:

• John Babic, President, Chief Executive Officer and Director;
• Eric Szustak, Director;
• Derrek Dobko, Director;
• Shawn Szydlowski, Director; and
• Trevor Conway, Chief Financial Officer and Corporate Secretary.
  

In addition, Cecil Hassard and George Wu are Directors of Reeflex Coil and Bryan Hassard is Chief Operating Officer of Coil.

As of the date hereof, there are 46,401,500 Reeflex Shares issued and outstanding, of which 36,239,500 Reeflex Shares, representing approximately 78.10% of the currently issued and outstanding Reeflex Shares, are held by the former shareholders of the Target as a result of the Qualifying Transaction. In addition, stock options to acquire 3,050,000 Reeflex Shares were issued to the board and management of Reeflex and Reeflex Coil following the completion of the Qualifying Transaction and agent’s warrants that were previously issued and outstanding to purchase up to 500,000 Reeflex Shares remain outstanding. All stock options of Reeflex held by Eric Szustak and the former directors and officers of Reeflex prior to the Qualifying Transaction were exercised pursuant to the terms of the Qualifying Transaction.

For further information regarding the Qualifying Transaction, Reeflex, the Target and Coil, please see the Filing Statement and prior press releases related to the Qualifying Transaction, which can be found on Reeflex’s SEDAR+ profile at www.sedarplus.ca.

Early Warning Disclosure

Upon the completion of the Qualifying Transaction, John Babic, President, Chief Executive Officer and Director of Reeflex, holds, directly or indirectly, or exercises control or direction over an aggregate of 11,500,000 Reeflex Shares and stock options to acquire 1,750,000 Reeflex Shares, representing 24.78% of the issued and outstanding Reeflex Shares on a non-diluted basis and 27.52% on a partially-diluted basis (assuming the exercise of Mr. Babic’s convertible securities). Prior to the completion of the Qualifying Transaction, Mr. Babic did not beneficially own, or exercise control or direction over, any securities of Reeflex. Mr. Babic acquired these securities for investment purposes and may, from time to time, acquire additional securities of Reeflex or dispose of such securities as he may deem appropriate.

Upon the completion of the Qualifying Transaction, Cecil Hassard, Director of Reeflex Coil, holds, directly or indirectly, or exercises control or direction over an aggregate of 5,553,710 Reeflex Shares and stock options to acquire 100,000 Reeflex Shares, representing 11.97% of the issued and outstanding Reeflex Shares on a non-diluted basis and 12.16% on a partially-diluted basis (assuming the exercise of Mr. Hassard’s convertible securities). Prior to the completion of the Qualifying Transaction, Mr. Hassard did not beneficially own, or exercise control or direction over, any securities of Reeflex. Mr. Hassard acquired these securities for investment purposes and may, from time to time, acquire additional securities of Reeflex or dispose of such securities as he may deem appropriate.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Copies of the early warning reports with respect to the foregoing will appear on Reeflex’s SEDAR+ profile at www.sedarplus.ca and may also be obtained by contacting Reeflex as set forth below.

Change of Auditor

In connection with the completion of the Qualifying Transaction, Clearhouse LLP will resign as auditor of Reeflex and MNP LLP will be appointed as auditor of Reeflex. In the opinion of Reeflex, no “reportable event” (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)) has occurred. Reeflex is relying on section 4.11(3)(a) of NI 51-102 for an exemption from the change of auditor requirements within section 4.11 of NI 51-102.

About Reeflex

Reeflex is a public company delivering advanced engineering and manufacturing solutions across various industry sectors. Through our wholly-owned subsidiary, Coil Solutions Inc., we provide coil tubing injectors and downhole tools for the oil & gas sector. Our manufacturing division, Ranglar Manufacturing, specializes in custom-designed mobile equipment for a wide range of industrial applications. See www.coilsolutions.com and www.ranglar.com.

Reeflex Contact

For further information, please contact:

John Babic
President, Chief Executive Officer and Director
Email: john.babic@reeflex.ca
Telephone: 780-909-4220

Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information” or “forward-looking statements” within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, including statements included in the “About Reeflex” section of this press release, are forward-looking. Generally, the forward-looking information and forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believes”, “estimates”, “expects”, “intends”, “may”, “should”, “will” or variations of such words or similar expressions. More particularly, and without limitation, this press release contains forward-looking information or forward-looking statements concerning the resumption of trading of the Reeflex Shares on the TSXV and Reeflex capitalizing on opportunities for growth in its industry. Reeflex cautions that all forward-looking information and forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Reeflex, including expectations and assumptions concerning Reeflex, as well as other risks and uncertainties, including those described in Reeflex’s filings available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking information or forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Reeflex. The reader is cautioned not to place undue reliance on any forward-looking information or forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information and forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Reeflex does not undertake any obligation to update publicly or to revise any of the included forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.