Novra Announces Closing of Second SNAPS Convertible Loan Agreement

Rhea-AI Summary

Novra (OTC:NVRVF, TSXV:NVI) closed a US$3.2 million (CA$4.352 million) convertible loan agreement with SNAPS Holding Company for a two-year term at 1% annual interest.

Subject to TSX Venture Exchange and shareholder approval, the loan is convertible at CA$0.34 per share, and SNAPS has requested full conversion, implying 12.8 million new shares.

Positive

• US$3.2 million (CA$4.352 million) funding secured for two years
• Low 1% per annum interest rate on the convertible loan
• Potential shift from debt to equity subject to approvals
• Conditional TSX Venture Exchange approval already received

Negative

• Full conversion would issue 12.8 million new shares, creating dilution
• Shareholder approval risk for loan conversion at June 26, 2026 meeting
• Directors and officers remain under trading blackout for an extended period

News Market Reaction – NVRVF

-14.16%

-14.16% Session close to close

In the May 20 session, NVRVF declined 14.16%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Winnipeg, Manitoba--(Newsfile Corp. - May 12, 2026) - Novra Technologies Inc. (TSXV: NVI) ("Novra") is issuing this notice to announce the closing of the US $3.2 million convertible loan agreement with SNAPS Holding Company ("SNAPS") initially announced on February 11, 2026. Under this agreement SNAPS has provided US $3.2 million (CA $4.352 million) for a term of two years with interest at 1% per annum. These funds were received by Novra in January.

Subject to TSX Venture Exchange ("TSX-V") and shareholder approval, this loan can be converted into Novra common shares by either SNAPS or Novra at any time during the term at CA $0.34 per share. SNAPS has requested conversion of the entire amount. This would result in the issuance of 12.800,000 shares, if approved.

Novra has received conditional approval for the convertible loan from TSX-V. Shareholder approval will be sought at our annual meeting on June 26, 2026. Although we anticipate shareholders will approve the loan's conversion to shares, Novra can provide no assurance before the vote that this will necessarily be the case.

As insiders, Novra's Directors and Officers are currently subject to a trading blackout and this will continue for an additional one-week period after a future update announcing an end to the blackout is released.

About Novra Technologies Inc.:

Novra (TSXV: NVI) (OTCQB: NVRVF) is an international technology provider of products, systems and services for the distribution of multimedia broadband content. The Novra Group of companies includes Novra Technologies Inc, International Datacasting Corporation, and Wegener Corporation. The companies in the group are known for a strong focus on applications, including: broadcast video and radio, digital cinema, digital signage, and highly reliable data communications.

For more information visit: www.novragroup.com

Forward-Looking Statements:

This press release contains "forward-looking statements" within the meaning of applicable Canadian securities laws, concerning but not limited to: pending TSX Venture Exchange final approval and Shareholder approval of this transaction. Forward-looking statements are generally identifiable by words such as "expect", "anticipate", "believe", "intend", "estimate", "predict", "outlook", "opportunity", "momentum", "potential", "proposed", "targeted", "plans" "possible", "positive indication for", "looking forward to", "commitment to", "is starting to", and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. As such, forward-looking statements are not historical facts but reflect our current assumptions and expectations regarding future events. These are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations and assumptions. Some of these risks and uncertainties are described under the "Risks and Uncertainties" section of Novra's MD&A.

For the above reasons, readers are cautioned not to place undue reliance on forward-looking statements.

Neither 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.

# # #

CONTACT FOR NOVRA:

Harris Liontas
CEO
+1 204 989 4632
hliontas@novra.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297184

FAQ

What financing did Novra (NVRVF) announce with SNAPS on May 12, 2026?

Novra announced closing a US$3.2 million convertible loan with SNAPS Holding Company for a two-year term at 1% interest. According to Novra, the funds were received in January and support ongoing corporate needs.

At what share price can the SNAPS convertible loan be converted into Novra (NVRVF) stock?

The loan is convertible into Novra common shares at CA$0.34 per share, subject to TSX Venture Exchange and shareholder approval. According to Novra, either SNAPS or the company may exercise conversion during the two-year term.

How many new shares could be issued if the Novra SNAPS loan converts (NVRVF)?

If fully converted, the SNAPS loan would result in 12.8 million Novra shares, subject to required approvals. According to Novra, SNAPS has requested conversion of the entire amount, implying significant potential share issuance.

What approvals are required for the Novra (NVRVF) SNAPS convertible loan conversion?

The conversion requires TSX Venture Exchange and shareholder approval. According to Novra, conditional TSX-V approval has been received, and shareholder approval will be sought at the annual meeting on June 26, 2026.

When will Novra (NVRVF) shareholders vote on the SNAPS loan conversion?

Shareholders are scheduled to vote on June 26, 2026 at the annual meeting. According to Novra, approval is needed to convert the US$3.2 million loan into common shares at CA$0.34 per share.

How does the SNAPS convertible loan affect Novra insiders' trading in NVRVF shares?

Novra directors and officers are currently under a trading blackout related to this financing. According to Novra, the blackout will continue for one additional week after a future update announcing its end is released.