1280673 B.C. LTD. FILES PRELIMINARY NON-OFFERING PROSPECTUS AND ANTICIPATES LISTING ON THE CANADIAN SECURITIES EXCHANGE

VANCOUVER, BC, May 4, 2022 /PRNewswire/ - 1280673 B.C. Ltd. ("SAK1" or the "Company") is pleased to announce that the Company has filed its preliminary non-offering prospectus dated May 4, 2022 (the "Prospectus") with the British Columbia Securities Commission (the "BCSC") and the Alberta Securities Commission (the "ASC" and together with the BCSC, the "Commissions"). 

The Prospectus is filed in accordance with the provisions of the National Instrument 41-101 - General Prospectus Requirements to qualify the distribution of the Company's common shares (the "Common Shares") issuable upon the exercise or deemed exercise of the issued and outstanding special warrants of the Company, in Canada. No securities are being sold pursuant to the Prospectus and no proceeds are being raised concurrent with the filing. 

The Prospectus is being filed in connection with the proposed acquisition (the "Acquisition") by the Company of GoGallop Studios Pty Ltd. ("GoGallop"), an Australian-based equestrian game developer. GoGallop will become a wholly-owned subsidiary of the Company following the completion of the Acquisition (the "Resulting Issuer"). In consideration for the Acquisition, the Company will issue Common Shares to the shareholders of GoGallop at an exchange ratio of 1:1. A copy of the Prospectus is available under the Company's SEDAR profile. 

For the past few months, GoGallop has been working closely with UpCapital Investment Corp. on a strategic go-public plan. From this collaboration, the Company was then purpose-built to allow GoGallop's continued operations with a high degree of focus on its business while the Company engages in bringing pre-public and post-public capital market support. 

Upon the issuance of a receipt for the filing of the Prospectus, the Company intends to apply to list the common shares of the Resulting Issuer on the Canadian Securities Exchange (the "CSE" or the "Exchange"). 

The closing of the Acquisition and the listing is subject to a number of conditions precedent, including (i) completion of due diligence; (ii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations, approvals and consents, including review and approval of the Commissions and the Exchange; and (iii) such other conditions and obligations that are customary for a transaction of this nature. 

The anticipated closing date of the Acquisition is Q2 2022, or such other date as otherwise determined by GoGallop and the Company. 

1280673 B.C. Ltd. is a private company incorporated in Vancouver, British Columbia. The Company does not own any assets, other than cash or cash equivalents and its rights under the Definitive Agreement. The Company was formed with the intention to identify and evaluate opportunities for the acquisition of an interest in a suitable business and, once identified and evaluated, to negotiate an acquisition subject to applicable corporate and securities laws, so as to complete a transaction. 

GoGallop, headquartered in Melbourne, Australia, is a leading game publisher, bringing e-Sports excellence to the global stage. GoGallop's premiere game, "FEI Equestriad World Tour" (FEWT) has garnered over 3.3 million downloads worldwide on the Apple App Store and Google Play Store, featuring 15 of the world's top eventing riders and over 45 world-class horses to collect. The officially licensed FEI game is free-to-play. Players can select, care for, train and learn to manage their own stable of three-day eventing champion horses, as well as compete to become a world champion in 5-star licensed events in Badminton, Burghley, Kentucky, Maryland, and Adelaide. Having achieved tremendous download growth in the last year, GoGallop is expecting to continue the momentum with the release of future games. The GoGallop team has collective experience in the gaming industry, business development, international distribution management, programming, and publishing across USA, Europe, and Asia-Pacific regions. 

https://gogallop.com/ 

UpCapital is a business advisory firm that provides a clear path to the public markets for innovative startups, hypergrowth companies, and enterprises in sectors including cleantech, CPG, an AI. Founder focused and entrepreneur-friendly, UpCapital curates and supports on corporate structure, financial advisory, go-to-market, and exit strategies. 

https://www.upcapital.ca 

This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "proposes", "anticipates", "expects", "is expected", "intends", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include those relating to the completion of the Acquisition, the listing of the common shares of the Resulting Issuer on the CSE, the final approval of the listing application and the Acquisition by the Commissions and the CSE, the anticipated closing date of the Acquisition, and the release of future games by GoGallop.  

Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, including assumptions related to the ability of both companies to successfully complete all the conditions precedent under the share exchange agreement and receiving all necessary regulatory and shareholder approvals (as necessary). Actual results, performance or achievement could differ materially from that expressed in, or implied by, any forward-looking statements in this press release, and, accordingly, undue reliance should not be placed on any such forward-looking statements, and they are not guarantees of future results. Neither the Company nor GoGallop can give any assurances that its listing application will be successful or that, if it is successful, that any material increase in liquidity will result. Forward-looking statements involve significant risks, assumptions, uncertainties and other factors that may cause actual future results or anticipated events to differ materially from those expressed or implied in any forward-looking statements. Such risk factors include: general market and economic risks, management of GoGallop executing its business strategy, the receipt of all necessary approvals, and no unexpected changes in the regulatory environment in which GoGallop operates in. Except as required by law, neither the Company nor GoGallop undertakes any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

No securities regulator or exchange has reviewed, approved, disapproved, or accepts responsibility for the content of this news release.

SOURCE UpCapital Investments Corp.