SBD Capital Corp. Announces Completion of Debt Settlement

Rhea-AI Summary

SBD Capital Corp (SBDCF) announced on October 8, 2025 that it settled $20,762.14 of indebtedness to a non-arm's-length creditor by issuing 92,276 common shares at $0.225 per share.

All securities are subject to a four-month-plus-one-day hold and resale rules. The transaction is a related-party transaction under MI 61-101; the company relied on exemptions to valuation and minority approval requirements. Irwin Lowy LLP increased holdings from 551,768 (23.59%) to 664,044 (26.49%) of outstanding common shares. An early warning report will be filed on SEDAR+.

Positive

• Debt of $20,762.14 converted to equity on October 8, 2025
• Issued 92,276 common shares at $0.225 per share

Negative

• Insider ownership increased to 26.49%, exceeding 25% threshold
• Transaction classified as related-party under MI 61-101, relying on exemptions

Toronto, Ontario--(Newsfile Corp. - October 8, 2025) - SBD Capital Corp. (CSE: SBD) (the "Company") announces that, further to its press release of October 1, 2025, it has settled an aggregate of $20,762.14 of indebtedness to a non-arm's length creditor of the Company through the issuance of 92,276 common shares in the capital of the Company (the "Common Shares") at a price of $0.225 per Common Share (the "Debt Settlement"). All securities issued in connection with the Debt Settlement will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The Debt Settlement is constituted "related party transactions" as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as an insider of the Company received an aggregate of 92,276 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.

Prior to the completion of the Debt Settlement, Irwin Lowy LLP ("ILL") held an aggregate of 551,768 Common Shares, representing approximately 23.59% of the then issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Upon completion of the Acquisition, ILL held an aggregate of 664,044 Common Shares, representing approximately 26.49% of the then issued and outstanding Common Shares on an undiluted basis and on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, ILL may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

For further information, please contact:

SBD Capital Corp.
Carly Burk
Secretary
Tel: (416) 361-2515
Email: cburk@irwinlowy.com

Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269682

FAQ

What debt did SBDCF settle on October 8, 2025?

SBDCF settled $20,762.14 of indebtedness by issuing 92,276 common shares at $0.225 per share.

How did the SBDCF debt settlement affect insider ownership?

Irwin Lowy LLP's holdings rose from 551,768 (23.59%) to 664,044 (26.49%) of outstanding common shares.

Are the shares issued in the SBDCF debt settlement restricted?

Yes. All issued shares are subject to a four-month-plus-one-day hold period and applicable resale rules.

Did SBDCF require minority shareholder approval for the October 8, 2025 settlement?

The company relied on exemptions in MI 61-101 (sections 5.5(b) and 5.7(1)(a)) and did not obtain minority shareholder approval.

Where can investors find the early warning report related to SBDCF?

The early warning report will be available on the company's issuer profile on SEDAR+ at www.sedarplus.ca.