Delivra Health Announces Proposed Shares for Debt Transaction

The company proposes to use shares rather than cash to preserve funds for future operations.

Rhea-AI Summary

Delivra Health Brands (DHBUF) has entered an agreement to settle approximately $90,000 in outstanding service-related payables through proposed share issuance.

The proposed settlement calls for 9,999,999 common shares at a deemed price of $0.09 per share. Creditors include directors Frank Holler and Jason Bednar. Issuance remains subject to TSX Venture Exchange approval. Independent directors approved the related parties' participation.

The company intends to use exemptions from formal valuation and minority shareholder approval requirements because neither the subject matter's nor the consideration's fair market value, insofar as related parties are involved, exceeds 25% of market capitalization.

1 point · 0 major

MixediHow this balance works

How this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed settlement of approximately $90,000 in service-related payables would preserve cash for future operations. 4.8% of market cap

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed issuance of 9,999,999 common shares at $0.09 per share would dilute existing holders.
• Minor pointSettlement remains subject to TSX Venture Exchange approval.
• Minor point. Forward-looking: it has not happened yet and may not happen.Related-party settlement would rely on exemptions from formal valuation and minority shareholder approval requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - November 11, 2026) - Delivra Health Brands Inc. (TSXV: DHB) (OTCQB: DHBUF) ("Delivra Health" or the "Company"), a consumer packaged goods company uniquely positioned in the health and wellness sector, is pleased to announce it has entered into a shares for payables settlement agreement (the "Agreement"), to satisfy an aggregate of approximately $90,000 of the Company's outstanding payables (the "Payables") related to services provided to the Company (the "Debt Settlement Transaction"). An aggregate of 9,999,999 common shares in the capital of the Company (the "Shares") at a deemed price of $0.09 per Share are proposed to be issued to the creditors. The creditors include related parties of the Company, Frank Holler and Jason Bednar, directors of the Company (collectively, the "Related Parties"). The Company is proposing to issue the Shares in order to preserve cash to fund future operations.

The Debt Settlement Transaction remains subject to the approval of the TSX Venture Exchange (the "TSX-V"). The Shares will be issued upon acceptance by the TSXV and will be subject to a four month plus one day statutory hold period pursuant to the policies of the TSXV.

The Debt Settlement Transaction will constitute "related party" transactions pursuant to Multilateral Instrument 61-101 ("MI 61-101") and Policy 5.9 of the TSX-V Corporate Finance Manual. The Company intends to rely on available exemptions from the formal valuation and minority shareholder approval requirements as provided for under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transactions, insofar as it involves related parties of the Company, exceeds 25% of the Company's market capitalization. The participation by the Related Parties in the shares for payables settlement has been approved by directors of the Company who are independent in connection with such transaction.

About Delivra Health Brands Inc.

Helping people take control of their health with alternative wellness solutions is what energizes the Delivra Health team! The Delivra Health portfolio features innovative brands like Dream Water™ and LivRelief™, which deliver relief from common everyday issues like chronic pain, anxiety, and sleeplessness. Delivra Health products have allowed millions of customers to reclaim their mobility, energy, and in turn, quality of life. The websites of the Company's two subsidiaries are  Dream Water™ and  LivRelief^™. For more information, please visit  www.delivrahealthbrands.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements include, among other things, statements with respect to approvals to be obtained from the TSX-V in respect of the Debt Settlement Transaction, and the Company's products offering relief from chronic pain, anxiety, sleeplessness.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the cannabis markets where the Company operates; changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; employee relations and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution, and sale of cannabis and cannabis-related products in the markets where the Company operates. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's latest annual information form, and under the heading "Risks and Uncertainties" in the Company's latest management discussion and analysis under the Company's profile on SEDAR+ at www.sedarplus.ca.

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

Investor Relations:
Jack Tasse
Chief Financial Officer
IR@delivrahealth.com
1-877-915-7934

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323591

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Delivra Health's proposed shares-for-debt settlement?

Delivra Health proposes to settle approximately $90,000 of outstanding service-related payables by issuing 9,999,999 common shares at a deemed price of $0.09 per share. Issuance remains subject to TSX Venture Exchange approval.

What resale restriction applies to shares issued in Delivra Health's proposed debt settlement?

The settlement shares will carry a statutory hold period of four months plus one day under TSX Venture Exchange policies. The shares will be issued upon the exchange's acceptance of the transaction.