Latest news with #Lender
New York Post
3 days ago
- General
- New York Post
Rare 1,600-year-old mosaic from Christian monastery unveiled after centuries of obscurity
A 1,600-year-old Byzantine-era mosaic from a Christian monastery was recently put on public display for the first time, giving a glimpse into life during ancient times. The Israeli Ministry of Foreign Affairs made a statement about the unveiling of the Be'er Shema mosaic earlier this week. The mosaic was officially opened to the public at the Merhavim Regional Council complex in the Southern District of Israel on Sunday. The ministry described the art piece as 'one of the most impressive mosaics discovered in the south of the country.' 'The approximately 1,600-year-old colorful mosaic presents 55 medallions decorated with hunting scenes, animals, and scenes of everyday life,' the statement also noted. The mosaic has 55 medallions, with each telling its own story. Archaeologist Shaike Lender said the scenes depict 'mythological characters, baskets of fruit, exotic animals, scenes from everyday life, hunting scenes and more.' 'The mosaic was clearly made by the hand of a true artist,' Lender added. 4 A 1,600-year-old Byzantine-era mosaic from a Christian monastery was recently put on public display for the first time, giving a glimpse into life during ancient times. Facebook/Israel Antiquities Authorit 'It is comprised of small mosaic stones in a variety of colors, combined with glass and pottery to infuse it with variety.' The Be'er Shema mosaic was found in 1990 during an excavation in Kibbutz Urim. Archaeologists don't know its exact age, but they dated it to the Byzantine period of Israeli history, which lasted from 324 A.D. to 638 A.D. 4 'The approximately 1,600-year-old colorful mosaic presents 55 medallions decorated with hunting scenes, animals, and scenes of everyday life,' the statement also noted. Facebook/Israel Antiquities Authorit The mosaic was a feature within a monastery that also doubled as a winery to 'earn its sustenance,' according to Israeli officials. 'The excavation of the complex uncovered a large winepress and warehouses with storage jugs, which were produced on site,' the statement said. The monastery was built near an ancient spice trail road that connected the historic city of Elusa with the port of Gaza. 4 Archaeologist Shaike Lender said the scenes depict 'mythological characters, baskets of fruit, exotic animals, scenes from everyday life, hunting scenes and more.' Facebook/Israel Antiquities Authorit 'It seems that the ancient road upon which this settlement was sited served as a kind of border between the desert and the inhabited part of the country – during the Byzantine period, and perhaps serving as such even earlier, during the Roman period,' officials said. Archaeologists also discovered the monastery was part of a large settlement, comprised of several hundred dunams. A dunam, a historic unit of measurement still used in Israel today, is 1,000 square meters. '[The settlement] served travelers needing a safe place to spend the night, offering protection from potential attacks by raiders from the local Bedouin tribes,' the statement noted. 4 The mosaic was a feature within a monastery that also doubled as a winery to 'earn its sustenance,' according to Israeli officials. Facebook/Israel Antiquities Authorit The mosaic was extensively preserved by archaeologists over the past few months. They treated the mosaic for damage and re-strengthened the tiles. Israel Antiquities Authority (IAA) director Eli Escusido applauded the mosaic's opening, saying its site 'will serve the public as an open archaeological garden.' 'I now invite the public to enjoy and to form their own impressions of one of the most beautiful mosaics ever seen here in Israel's South, here in the northwestern Negev,' he said.
Yahoo
15-05-2025
- Business
- Yahoo
Troilus Secures US$35 Million Loan Facility to Advance Pre-Development Activities
MONTREAL, May 15, 2025 (GLOBE NEWSWIRE) -- Troilus Gold Corp. (TSX: TLG; OTCQX: CHXMF; FSE: CM5R) ('Troilus' or the 'Company') announces that it has secured a loan agreement (the 'Loan Agreement') with Auramet International, Inc. (the 'Lender') for a principal amount of up to US$35 million (~CDN$49 million) (the 'Loan'). This non-dilutive facility will support Troilus' near-term development activities, including final permitting, early works preparation, and advancement toward full project financing. Justin Reid, CEO of Troilus, commented 'In addition to Troilus's already strong balance sheet and the anticipated inflow from more than $16 million of in-the-money warrants, this Loan provides Troilus with enhanced financial flexibility at a lower cost of capital than other available alternatives, including equity. It positions us to aggressively advance early pre-development initiatives, complete permitting, and finalize our overall project financing. Auramet has been an invaluable partner throughout this process and continues to play a key role as our primary project financing advisor. Their involvement not only brings deep expertise but also aligns their interests directly with those of Troilus and our stakeholders as we work toward successful financial completion within our targeted timeline.' The Loan has an initial term of one year and is structured to be drawn down in tranches to support Troilus' working capital requirements pending the completion of project financing for the construction of its Troilus Project. An initial tranche of US$15 million was advanced to Troilus upon execution of the Loan Agreement. The remaining US$20 million will be available for drawdown by Troilus beginning 90 days from the date of the initial advance and subject to the satisfaction by Troilus of certain conditions precedent. The Loan bears 1.0% monthly interest on the outstanding balance, including principal and accrued interest, and is secured by a negative pledge on the Company's assets, a security interest and a hypothec charging personal property of the Company. The Loan repayment may be accelerated in certain specified circumstances and Troilus may also voluntarily prepay the Loan together with all accrued and unpaid interest at any time without penalty or bonus. Troilus may extend the maturity of the Loan for an additional six months upon satisfying certain conditions and the payment of certain fees, in which case the Loan will bear interest at a rate of 1.25% per month during such period. In consideration of the first tranche of the Loan, the Lender received 5,000,000 warrants of Troilus, each exercisable for one common share of Troilus at an exercise price of $0.60 per common share established at a 10% premium to the 5-day vwap at time of term sheet signing. On the date of the first drawdown of the second tranche of the Loan, the Lender will be entitled to receive an additional 5,000,000 common share purchase warrants of Troilus each exercisable at an exercise price representing a 10% premium to the 5-day VWAP (as calculated in accordance with the TSX Company Manual) of the Troilus common shares prior to the date of their issuance of such warrants. All such warrants will be for a term of 24 months. Subject to stock exchange approval, an additional 10,000,000 warrant may be issuable upon Troilus opting to extend the maturity of the Loan. Auramet is one of the largest physical precious metals merchants in the world with over US$25 billion in annual revenues and provides a full range of services to all participants in the precious metals industry. Auramet is a private company established in 2004 by seasoned professionals who have assembled a global team of industry specialists with over 350 years combined industry experience. Auramet acts as Troilus's senior advisor on its project financing initiatives. About Troilus Gold Corp. Troilus Gold Corp. is a Canadian development-stage mining company focused on the systematic advancement of the former gold and copper Troilus Mine towards production. Troilus is located in the tier-one mining jurisdiction of Quebec, Canada, where it holds a large land position of 435 km² in the Frôtet-Evans Greenstone Belt. A Feasibility Study completed in May 2024 supports a large-scale 22-year, 50ktpd open-pit mining operation, positioning it as a cornerstone project in North America. For more information: Caroline Arsenault VP Corporate Communications +1 (647) 276-0050 info@ press release contains 'forward-looking statements' within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements regarding, the intended use of advances from the Loan, the expected benefits to Troilus from the Loan, the availability of additional draw downs under the Loan, the expected proceeds from the exercise of existing warrants of the Company, and the plans of Troilus. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'continue', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'will', 'might' or 'will be taken', 'occur' or 'be achieved'. Forward-looking statements are made based upon certain assumptions and other important facts that, if untrue, could cause the actual results, performances or achievements of Troilus to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Troilus will operate in the future. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, currency fluctuations, the global economic climate, dilution, share price volatility and competition. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Troilus to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: there being no assurance Troilus will meet all conditions for further draw downs under the Loan; uncertainties with respect to additional warrants being exercised; there being no assurance that the exploration program or programs of the Company will result in expanded mineral resources; risks and uncertainties inherent to mineral resource and reserve estimates; the high degree of uncertainties inherent to feasibility studies and other mining and economic studies which are based to a significant extent on various assumptions; variations in gold prices and other metals, exchange rate fluctuations; variations in cost of supplies and labour; receipt of necessary approvals; availability of financing for project development; uncertainties and risks with respect to developing mining projects; general business, economic, competitive, political and social uncertainties; future gold and other metal prices; accidents, labour disputes and shortages; environmental and other risks of the mining industry, including without limitation, risks and uncertainties discussed in the Company's latest Annual Information Form, its technical reports and other continuous disclosure documents of the Company available under the Company's profile at Although Troilus has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Troilus does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Yahoo
15-05-2025
- Business
- Yahoo
Metaguest.AI Announces Financing Progress and Terms Revision to Convertible Loan
Toronto, Ontario--(Newsfile Corp. - May 14, 2025) - Incorporated (CSE: METG) ("Metaguest" or the "Company"), the leading innovator of AI-driven concierge services, is pleased to announce the closing of the first tranche of its previously announced secured loan offering, alongside amendments to an existing secured convertible loan. Closing of First Tranche of Secured Debentures The Company has successfully closed the first tranche of its secured debentures, raising gross proceeds of $193,000. The debentures bear interest at 12% per annum and include a 12% loan advance fee, payable in 231,600 Class A Common Shares of METG at a price of $0.10 per share. These debentures will be secured by a general security agreement over the Company's assets and will rank pari passu with the Company's existing secured convertible loan who's details of amendment are outlined below. Amendment to Existing Convertible Loan The Company has also amended the terms of the original $235,000 secured convertible loan that was closed on February 6, 2024, and announced on February 8, 2024 (the "Convertible Loan"). The amendments include: An extension of the maturity date of the Convertible Loan to May 14, 2026 A revision to the principal amount from $235,000 to $270,674 A 12% amendment fee, payable by issuing 324,716 Class A Common Shares at $0.10 per share, and Participation in the first-ranking security, also for a 12% fee, payable by issuing 324,716 $0.10 Class A Common Shares All other terms of the Convertible Loan remain unchanged. The exiting Convertible Loan is with a private lender (the "Lender"), a company with common officers and directors of the Company. The Convertible Loan with the Lender constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Convertible Loan under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61 101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the Lender, exceeds 25% of the Company's market capitalization (as determined under MI 61-101). For more information about Metaguest and its innovative digital concierge services, please visit or please contact: Antonio Comparelli, Chief Executive OfficerEmail: investors@ 416-720-8677 Robert Lelovic, Chief Financial OfficerEmail: robert@ 416-302-0779 About Incorporated Incorporated is a cutting-edge technology company that develops advanced AI platforms for the hospitality industry designed to enhance the guest experience. Our flagship products are comprehensive solutions that addresses all aspects of the guest journey, from pre-arrival to post-departure. Features include on-property e-commerce with electronic payments, real-time in-room service management, mobile check-out, personalized in-room controls, local experience/event bookings, virtual personal concierge and more. Guests engage in over 16 languages, on any connected device and without the need to download an app or visit a web site. By leveraging the platforms, hotels, resorts and short-term rental property owners can improve their operational efficiency, personalize the guest experience, increase revenue and overall customer satisfaction. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. To view the source version of this press release, please visit
Yahoo
14-05-2025
- Business
- Yahoo
Newtopia Completes $2 Million Debt Financing, Assignment of Existing Senior Secured Credit Facility and Provides Corporate Update
Existing senior secured credit facility assigned to new investors; added $1.6 million of new senior secured financing, and settled $0.4 million owing to officers and directors for no cash consideration Moving towards cash flow positive status within calendar 2025 Supports Newtopia's ability to facilitate sustainable metabolic health outcomes, proven cost savings and demonstrated positive ROI to GLP-1 sponsors Highly scalable alongside the rise of Health AI: unique and rich longitudinal data sets and capabilities will enrich and accelerate progress of next-gen clinical discovery platforms and predictive health analytics Reports best-ever engagement, weight-loss and A1C reduction outcomes in company's 12-year history with Heartland Whole Health Institute in Arkansas, USA Toronto, Ontario--(Newsfile Corp. - May 14, 2025) - Newtopia Inc. (TSXV: NEWU) ("Newtopia" or the "Company"), a tech-enabled whole health platform creating economically affordable and sustainable habits that prevent, slow and reverse metabolic disease, today announced the completion of a transaction that included (i) an aggregate $1.6 million in new senior secured debt financing (the "New Secured Funds"), and (ii) the settlement of $0.4 million in amounts owing to certain officers and directors for past services to the Company, for no cash consideration. Prior to advancing the New Secured Funds, B.E.S.T. Venture Opportunities Fund Inc. (the "Lender") purchased the Company's existing senior secured indebtedness, with a current outstanding balance of approximately $5.0 million (the "Assigned Debt") which obligations of the Company under the Assigned Debt has been consolidated with the New Secured Funds and form part of the Company's obligations under a new loan (the "Consolidated Facility"). Concurrently with closing of the Consolidated Facility, participating interests in the Consolidated Facility were sold by the Lender (i) to certain accredited investors, including existing investors in the Company, in return for an aggregate of $400,000 in cash, and (ii) to certain officers and directors of the Company in return for such individuals forgiving and releasing the Company from an aggregate of $400,000 in amounts owing for past services. Summary terms of the Consolidated Facility include: 2-year term with 15% p.a. accruing interest (no cash payment during the term) Senior secured obligation of the Company Includes participation by existing investors in the Company Previous senior secured credit facility assigned to the Lender Covenants, including in respect to adherence to budgetary goals and optimizing the business sizing, along with other conditions consistent for a financing of this type, are included in the terms of the Consolidated Facility. "We are proud that over 175,000 participants have benefited from Newtopia's integrated tech-enabled offering as we continue to drive industry-leading patient engagement and to cultivate healthy habits that can prevent, slow and reverse chronic metabolic disease with a proven value-based model," said Jeff Ruby, Newtopia Founder and CEO. "Furthering this achievement, earlier this month we reported one-year outcomes from our ongoing trial with Arkansas-based Heartland Whole Health Institute, that produced Newtopia's best-ever outcomes in our 12-year history, including our highest engagement rates, greatest weight loss outcomes, and most significant A1C reduction outcomes. Importantly, we achieved this in both provider and employer environments." "Now, on the strength of this new financing, Newtopia will leverage our core capabilities and strengths to drive even greater value to stakeholders by combining our proven habit change platform with GLP-1 drugs for obesity and type 2 diabetes management, and by partnering with health AI and clinical discovery innovators to improve our collective ability to prevent, reverse and slow chronic disease," Ruby added. Ruby concluded, "Newtopia has spent the past 12 years partnering with the most sophisticated market innovators to deliver proven habit change solutions that are sustainable and affordable. These core competencies, together with our unparalleled experience, are now wonderfully complementary to the remarkable GLP-1 class of drugs that require engaging and effective habit change to sustain their positive outcomes and deliver a return on investment over time. Newtopia stands in a unique position to enable this progress, given our attractive value-based unit economics, our tech-enabled and scalable offering, and our current, cash flow break-even operating mode." The Consolidated Facility is secured against all of the Company's present and after-acquired property and bears interest at a rate of 15% per annum and matures on the earlier of (i) any change of control or sale or disposition of all or substantially all of the assets of the Company, and (ii) May 13, 2027 (the "Maturity Date"). The Consolidated Facility does not contemplate any principal or interest payments until the Maturity Date when all principal and accrued and unpaid interest becomes due. Certain finders acting in connection with the sale of the participating interests received a finder's fee in the aggregate total amount of $10,325. The Company will use the net proceeds of the Consolidated Facility for corporate and general working capital purposes. The Consolidated Facility has been conditionally approved by the TSX Venture Exchange (the "TSXV"). Failure to File Cease Trade Order Newtopia has had a delay in filing its annual financial statements, management's discussion and analysis, related officers' certifications for the financial year ended December 31, 2024 (collectively, the "Annual Filings"), which are required to be filed on or before April 30, 2025. The delay in filing the Annual Filings is primarily a result of the Company's resource limitations, combined with recent downsizing of key Company personnel. The Company intends to complete the Annual Filings as soon as possible. As a result of that delay, the Company has been noted in default by applicable securities regulatory authorities in Canada and that the Ontario Securities Commission, as principal regulator, has issued a 'failure-to-file' cease trade order ("FFCTO") in accordance with the principles and guidance set out in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions of the Canadian Securities Administrators. The FFCTO prohibits any trading in securities of the Company for so long as it remains in effect, in all Canadian jurisdictions in which the Company is a reporting issuer as well as certain other Canadian jurisdictions based on the provisions of local securities legislation and is anticipated to remain in effect until after the Annual Filings have been filed. The FFCTO is also expected to result in a suspension of the Company's shares from trading on the TSXV, which will continue until the FFCTO is revoked and all TSXV requirements are satisfied. The Company is working towards getting the Annual Filings filed and intends to provide updates if and when necessary in accordance with applicable securities laws. The Company anticipates that the FFCTO will remain in place until such time as the Annual Filings are filed. If the Annual Filings are filed within 90 days of the date of the FFCTO, such filings will constitute the Company's application to have the FFCTO revoked. There can be no assurance that the FFCTO will be revoked on the timeline contemplated by the Company. About Newtopia Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow, or reverse metabolic disease while reducing healthcare costs. The platform leverages genetic, social and behavioral insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centered approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed in Canada on the Toronto Venture Exchange (TSXV: NEWU). To learn more, visit LinkedIn or X. For further information: Chief Executive Officer:Jeffrey Ruby, jruby@ 888-639-8181 Forward-Looking Statements This news release contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, and forward looking statements, within the meaning of applicable United States securities legislation (collectively, "forward-looking statements"), which reflects management's expectations regarding Newtopia's future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Newtopia's current views and intentions with respect to future events, based on information available to Newtopia, and are subject to certain risks, uncertainties, and assumptions. Material factors or assumptions were applied in providing forward-looking information. While forward-looking statements are based on data, assumptions and analyses that Newtopia believes are reasonable under the circumstances, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. These forward-looking statements include, among other things, statements with respect to the Consolidated Facility, the use of proceeds and the timing, and the anticipated timing of filing the Annual Filings. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Certain of the "risk factors" that could cause actual results to differ materially from Newtopia's forward-looking statements in this press release include, without limitation: the termination of contracts by clients, , including the risk factors discussed or referred to in Newtopia's disclosure documents, filed with the securities regulatory authorities in certain provinces of Canada and available at including Newtopia's final long form prospectus dated March 30, 2020. Should any factor affect Newtopia in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Newtopia does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
01-05-2025
- Business
- Yahoo
BuildDirect Announces Intention to Enter Into Secured Loan and Loans to Management
Vancouver, British Columbia--(Newsfile Corp. - May 1, 2025) - Technologies Inc. (TSXV: BILD) ("BuildDirect" or the "Company"), a leading omnichannel building material retailer, announces its intention to close a secured loan (the "2025 Loan") with Lyra Growth Partners Inc. (the "Lender") together with loans (the "Management Loans") with senior members of management of the Company and its operating subsidiaries (the "Borrowers"). The sole purpose of the Management Loans is to enable the senior management Borrowers to purchase additional issued and outstanding common shares of the Company, thereby aligning their interests with shareholders. The 2025 Loan: The Company, via its wholly owned subsidiary BuildDirect Operations Limited ("BuildDirect Operations"), intends to enter into a secured loan agreement with the Lender pursuant to which loan proceeds of CAD $775,000 will be made available to the Company. The terms of the 2025 Loan include the following: The 2025 Loan will bear interest at a rate equal to the greater of (i) 8% and (ii) the Canada Revenue Agency prescribed rate for taxable employee benefits (the "CRA Rate") being 4% per annum as of the date hereof. The interest rate shall be reset on March 31, June 30, September 30 and December 31 of each year to the greater of (i) 8% and (ii) the then-current CRA Rate. Interest compounds and is payable annually on the 2025 Loan commencing one hundred and thirty (130) days after the last day of the calendar year in which the 2025 Loan closes. The 2025 Loan will mature sixty (60) months from the date of funding of the 2025 Loan. The net proceeds of the 2025 Loan will be used for the purposes of the Management Loans as described below. The TSX Venture Exchange (the "TSXV") has been provided notice of the 2025 Loan under TSXV Policy 5.1 - Loans, Loan Bonuses, Finder's Fees and Commissions. The Lender is an insider by virtue of holding 20.7% of the issued and outstanding common shares of the Company on a partially diluted basis. As a result of the foregoing, the 2025 Loan to be issued to the above entities constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely upon the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(b) - Issuer not Listed on Specified Markets and 5.7(1)(a) - Fair Market Value Not More Than 25 Per Cent of Market Capitalization, respectively of MI 61-101. The Management Loans: The Company, via its wholly owned subsidiary BuildDirect Operations, intends to enter into loan agreements (the "Management Loan Agreements") with four (4) Borrowers pursuant to which an aggregate of CAD $775,000 will be loaned to the Borrowers. The terms of the Management Loans include the following: The 2025 Management Loans will bear interest at a rate equal to the greater of (i) 8% and (ii) the Canada Revenue Agency prescribed rate for taxable employee benefits (the "CRA Rate") being 4% per annum as of the date hereof. The interest rate shall be reset on March 31, June 30, September 30 and December 31 of each year to the greater of (i) 8% and (ii) the then-current CRA Rate. The maturity date of the Management Loans will be sixty (60) months from the date of funding subject to the terms of the Management Loans. The Management Loans are being advanced to the Borrowers to purchase issued and outstanding common shares of the Company via private share sale transactions and the Borrowers will pledge, as security for the Management Loans, the common shares that they currently own in the Company plus the shares in the Company that they will purchase with the Management Loans proceeds. "These Management Loans, which supplement prior share purchases by the senior management team are important steps to support the Company's growth," stated Milan Roy, Director. He further notes, "We strongly believe in aligning the interests of BuildDirect's management team with those of its shareholders. By facilitating this loan structure, we are enabling key leadership to increase their ownership stake in the Company, while also providing security for the Loans, reinforcing their commitment to long-term value creation and sustainable growth. We are confident that through this structure we are sharing both risk and upside with senior management and this will further strengthen BuildDirect's leadership alignment with shareholder interests and drive continued success." The TSXV has been provided notice of the Management Loans under Section 6.5 of TSXV Policy 4.4 - Security Based Compensation ("TSXV Policy 4.4"). The 2025 Loan and the Management Loans remain subject to TSXV final approval together with written consent of shareholders of the Company holding more than 50% of the Company's Issued Shares excluding the Issued Shares of the Lender, the Borrowers and their respective Associates and Affiliates pursuant to TSXV Policy 4.4. The Borrowers, being Shawn Wilson, Kerry Biggs, John Allen and Brandon Stone, are all insiders of the Company by virtue of being senior officers of the Company (Shawn Wilson, Kerry Biggs and John Allen) and Superb Floor Covering, LLC, a wholly owned subsidiary of the Company (Brandon Stone). As a result of the foregoing, the Management Loans constitutes related party transactions as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely upon the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(b) - Issuer not Listed on Specified Markets and 5.7(1)(a) - Fair Market Value Not More Than 25 Per Cent of Market Capitalization, respectively of MI 61-101. About BuildDirect: BuildDirect (TSXV: BILD) is a growing omnichannel building material retailer. BuildDirect connects North American home improvement B2B and B2C organizations, and homeowners with quality building materials and services through its robust global supply chain network. BuildDirect's growth trajectory, strong product offering, and proprietary heavyweight delivery network are delivering value today, solidifying its position as an innovative player in the home improvement industry. For more information, visit Forward-Looking Information: This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. These statements reflect management's current beliefs and expectations and are based on information currently available to management as at the date hereof. Forward-looking statements in this press release may include, without limitation, statements relating to BuildDirect's ability to repay the 2025 Loan and the Borrowers' ability to repay the Management Loans, the use of proceeds of the 2025 Loan and the Management Loans, and the ability of the Company to obtain regulatory approvals and written consent of disinterested shareholders of the Company holding at least 50% of the issued and outstanding common shares of the Company. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among those factors are changes in consumer spending, availability of mortgage financing and consumer credit, changes in the housing market, changes in trade policies, tariffs or other applicable laws and regulations both locally and in foreign jurisdictions, availability and cost of goods from suppliers, fuel prices and other energy costs, interest rate and currency fluctuations, retention of key personnel and changes in general economic, business and political conditions. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release reflect the Company'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, the Company cannot assure readers that actual results will be consistent with these forward looking statements. There may be other risks, uncertainties and factors that cause results not to be as anticipated, estimated or intended and such changes could be material. These forward-looking statements are made as of the date of this press release, and BuildDirect assumes no obligation to update or revise them to reflect new events or circumstances, except as 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. For further information:Shawn Wilson, CEOshawnwilson@ BuildDirect Investor Relationsir@ To view the source version of this press release, please visit Sign in to access your portfolio
