SBD Capital Corp. Announces Debt Settlement

Rhea-AI Summary

SBD Capital Corp (CSE: SBD) has announced a debt settlement agreement to resolve $20,762.14 of indebtedness through the issuance of 92,276 common shares at $0.225 per share to a non-arm's length creditor. The shares will be subject to a four-month hold period and require final acceptance from the Canadian Securities Exchange.

The transaction constitutes a related party transaction under MI 61-101, as an insider will receive the shares. The company is exempt from valuation and minority shareholder approval requirements as it's not listed on a specified market and the fair market value doesn't exceed 25% of market capitalization.

Positive

• Reduces company debt by $20,762.14 without using cash resources
• Preserves cash liquidity through equity-based settlement

Negative

• Dilution of existing shareholders through issuance of 92,276 new shares
• Related party transaction with insider raises potential conflict of interest concerns

Toronto, Ontario--(Newsfile Corp. - October 1, 2025) - SBD Capital Corp. (CSE: SBD) (the "Company") announces that it intends to settle 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"). The Common Shares issued pursuant to the Debt Settlement shall be subject to a four-month hold period and completion of the transaction remains subject to final acceptance of the Canadian Securities Exchange.

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 will receive 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.

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/268744

FAQ

What is the debt settlement amount announced by SBD Capital Corp (CSE: SBD)?

SBD Capital Corp announced a debt settlement of $20,762.14 through the issuance of 92,276 common shares at $0.225 per share.

How many shares will SBD Capital Corp issue for the debt settlement?

SBD Capital Corp will issue 92,276 common shares at a price of $0.225 per share to settle the debt.

What is the hold period for the new shares issued by SBD Capital?

The common shares issued through the debt settlement will be subject to a four-month hold period.

Why is SBD Capital's debt settlement considered a related party transaction?

The debt settlement is considered a related party transaction because an insider of the company will receive 92,276 common shares, falling under MI 61-101 regulations.

What exemptions is SBD Capital using for the related party transaction?

SBD Capital is using exemptions under MI 61-101 sections 5.5(b) and 5.7(1)(a) as it's not listed on a specified market and the transaction value is below 25% of market capitalization.