Novra Receives US $3.2 Million and a New Loan Agreement Signed with SNAPS

Rhea-AI Summary

Novra (OTC: NVRVF) received an additional US $3.2M from SNAPS, bringing total funding received to US $3.7M (≈$5.0M CAD) and prompting a conversion request into common shares at $0.34 CAD per share.

Novra also signed a binding convertible loan for US $5.3M due within two years, 1% interest, funds required by September 30, 2026; conversions and >20% insider status require TSXV and possibly shareholder approval.

Positive

• US $3.7M received to date from SNAPS (≈$5.0M CAD)
• New convertible loan agreement for US $5.3M with 2-year term and 1% interest
• Conversion price floor set at $0.34 CAD per share, subject to TSXV approval

Negative

• Conversion of US $3.7M would create a >20% shareholder, making SNAPS a control insider
• Any share conversion requires TSXV approval and may need shareholder approval, adding execution risk
• Completion of the New Loan is not guaranteed; company provides no assurance funds will be received

News Market Reaction – NVRVF

+35.71%

1 alert

+35.71% News Effect

On the day this news was published, NVRVF gained 35.71%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Winnipeg, Manitoba--(Newsfile Corp. - February 11, 2026) - Novra Technologies Inc. (TSXV: NVI) ("Novra") is issuing this notice to announce the receipt of an additional US $3.2 million ($4.4 million CAD) from SNAPS Holding Company ("SNAPS"), under the same terms as the convertible loan agreement that was announced September 10, 2024 and expired on December 15, 2025 ("Original Loan"). With the first tranche of US $500 thousand that was received in June 2025, a total of US $3.7 million ($5.0 million CAD) has been received from SNAPS to date and SNAPS has requested that these funds be converted to Novra common shares at $0.34 CAD per share. Conversion of US $3.7 million, using the current exchange rate, would result in SNAPS receiving approximately 14.9 million Novra shares. This will be more than 20% of Novra's outstanding shares, which will make SNAPS a new Novra Insider and Control Entity. This transaction will require TSXV and shareholder approval.

Novra is also pleased to announce a new non-brokered binding convertible loan agreement ("New Loan") with SNAPS in the amount of US $5.3 million ($7.2 million CAD) and under similar terms as the Original Loan. The New Loan agreement has a term of 2 years from the date funds are received and incurs interest at 1% per annum. It requires that all funds be received by September 30, 2026. The principal can be converted by either party at any time to Novra common shares with a minimum price of $0.34 CAD and not less than the Market Price as of the Price Reservation Date once funds are received. Any share conversion will require TSXV approval and may also require shareholder approval.

Although SNAPS continues to demonstrate a commitment to Novra by providing this US $3.2 million of additional funds, Novra cautions investors to refrain from placing undue reliance on forward-looking statements regarding this agreement. Novra can provide no assurance that this New Loan will be completed as proposed.

Novra's Directors and Officers, as insiders, are currently subject to a trading blackout and this will continue for an additional one-week period after an update announcing an end to the blackout, or an announcement that the New Loan has closed in full, is released.

With its $5.0 million CAD investment and agreement to provide an additional $7.2 million CAD, SNAPS has taken decisive steps demonstrating its strong commitment to Novra. SNAPS sees Novra, with its strong M&A capabilities and ability to design, manufacture, and communicate with embedded devices, as a very important component in their vision to consolidate and integrate AIoT (Artificial Intelligence with Internet of Things) products and services across a range of verticals.

The following is provided by SNAPS to give a high-level overview of SNAPS and how it sees Novra's capabilities provide key technical components to complement SNAPS' existing capabilities to fulfill their global vision:

"SNAPS is continuing into a transformative pursuit to establish the one of the world's first exclusive AI/IoT/IIoT ecosystem built on proprietary wireless spectrum engineered, under its Lilikoi Technologies (www.lilikoitechnologies.com) brand, for mission-critical operations and intelligent asset management. This initiative unifies sensors, connectivity, edge devices, wireless transport, and cloud-based applications into a vertically integrated platform that delivers deterministic performance unmatched by Wi-Fi, 5G, or satellite technologies. SNAPS' goal is to become a major global provider of full-stack AI infrastructure and ecosystem anchored by an exclusive wireless network, the company enables real-time, mission-critical data transport from source to AI engine - powering targeted analytics and context-aware orchestration across agriculture, manufacturing, aviation, utilities, smart infrastructure, mission-critical communications, and many more industries through its strategic acquisitions of high growth specialized industry-leading entities immediately following the conversion of shares into Novra.

Backed by three decades of multi-industry leadership - including electronics and semiconductor-based manufacturing - the organization has built a scalable foundation capable of redefining how assets and infrastructure operate nationwide. With the estimated 2025 global IoT market size exceeding US $800 billion, SNAPS is positioned to become the disruptive standard for AI/IoT wireless connectivity and next-generation network infrastructure. The company currently serves marquee clients across six major verticals and operates EBITDA-positive with a 950-member workforce, supported by global supply-chain capabilities and proven engineering execution. Its multi-phase acquisition strategy accelerates nationwide deployment, consolidates fragmented sectors, and expands operational capacity through targeted integrations across industry-specific application domains.

The wireless backbone enables autonomous asset behavior, real-time decisioning, and high-fidelity data visibility, creating a defensible competitive moat and long-term enterprise value. What sets this platform apart is its end-to-end control of sensing, transport, and insight - a capability unmatched in today's market landscape. As the ecosystem scales, the company remains committed to strengthening its leadership bench by integrating industry experts, technology disruptors, and executives from acquired entities and global markets. Together, these elements position the venture as a category-defining force in intelligent infrastructure and next-generation wireless innovation.

How Novra fits into our vision:

Novra is a long-established engineering and communications enterprise with a strong technical foundation in IP transmission, cloud broadcasting, and industry-leading, secure multimedia distribution.

The transformation ahead elevates Novra from a communications-centric enterprise into a next-generation intelligent infrastructure and AI/IoT ecosystem provider. Through a comprehensive technology transformation, the company will expand its foundational capabilities to serve the rapidly growing AI and IoT markets. By integrating a proprietary AI/IoT ecosystem infrastructure, Novra will evolve from delivering content and data transport to enabling real-time intelligence, autonomous operations, and context-aware decisioning across diverse industries. This shift positions the company at the forefront of intelligent systems, where sensing, connectivity, and AI converge into a unified operational fabric.

A parallel business transformation will revitalize the company's commercial engine and expand its market reach. Sales and marketing will be modernized with new pricing models, refreshed distribution strategies, and a stronger enterprise-focused go-to-market posture. The company's offerings will be extended to serve six high-value industry segments, including commercial real estate, mission-critical infrastructure, manufacturing, mission-critical communications, and smart agtech. These sectors represent substantial demand for intelligent connectivity, automation, and AI-driven insights - areas where Novra's expanded platform will deliver immediate value. New licensing frameworks and SaaS-based offerings will further strengthen recurring revenue streams and align the company with modern enterprise procurement models.

The product transformation will significantly extend the functionality Novra's existing solutions while unlocking entirely new product categories. By infusing AI capabilities, IoT connectivity, and wireless infrastructure into the product suite, Novra will transition from delivering broadcast and data distribution tools to offering intelligent, interoperable systems that power next-generation operations. This includes enhanced edge intelligence, real-time analytics, autonomous device orchestration, and expanded cloud-native services. The result is a drastically broadened product and services portfolio capable of serving multi-industry use cases with precision, scalability, and mission-critical reliability.

Together, these transformation pillars position Novra for accelerated growth, expanded market relevance, and long-term enterprise value creation. The company's legacy strengths - engineering depth, global customer trust, mission-critical reliability, and defensible IP - will be amplified by a forward-looking strategy that aligns with the future of intelligent infrastructure and ecosystem. As the transformation unfolds, Novra will emerge not only as a modernized communications enterprise but as a category-defining leader in AI-enabled connectivity, IoT ecosystems, and next-generation wireless innovation"

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: potential closing of this transaction, required TSX Venture Exchange approval of this transaction, Shareholder approval of this transaction, and anticipated developments in our operations in future periods. 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/283581

FAQ

How much funding has SNAPS provided to Novra (NVRVF) as of February 11, 2026?

SNAPS has provided a total of US $3.7 million to date, approximately $5.0 million CAD. According to the company, this includes an initial US $500k tranche and a further US $3.2M received on February 11, 2026.

What are the terms of the new SNAPS convertible loan agreement with Novra (NVRVF)?

The New Loan is a binding convertible loan for US $5.3M, two-year term, with 1% annual interest. According to the company, funds must be received by September 30, 2026 and principal may convert to shares at a minimum of $0.34 CAD.

Would SNAPS become an insider or control entity after converting its Novra (NVRVF) funding?

If SNAPS converts US $3.7M at the proposed rate, it would receive ~14.9 million shares, exceeding 20% of outstanding shares. According to the company, that conversion would create a new Novra insider and control entity, subject to TSXV approval.

Does the Novra (NVRVF) share conversion require approvals or trigger shareholder votes?

Yes. Any conversion of loan principal into Novra common shares requires TSXV approval and may also require shareholder approval. According to the company, these approvals are prerequisites before converted shares can be issued.

Is the New Loan from SNAPS to Novra (NVRVF) guaranteed to close as announced?

No. The company cautions there is no assurance the New Loan will complete as proposed and warns investors not to place undue reliance on forward-looking statements. According to the company, completion depends on receipt of funds and required approvals.