Winchester Equity Corporation Announces New Loan Agreement

Rhea-AI Summary

Winchester Equity Corporation (TSXV:TVCCF) announced on October 3, 2025 that it entered a new secured convertible promissory note with Selma House LLC for up to USD $2,000,000, replacing a prior USD $1,000,000 note. The note bears 10% per annum interest, is secured by all Selma assets, and is senior secured debt. Selma has drawn USD $1,000,000 to date. Winchester may convert outstanding principal into a 47.2% ownership interest in Selma. Maturity is October 2, 2026.

Positive

• Loan facility increased to USD $2,000,000
• Promissory note carries 10% p.a. interest
• Debt is senior secured against all Selma assets
• Conversion right to 47.2% ownership in Selma

Negative

• Conversion could dilute Selma ownership by 47.2% to noteholder
• Promissory note matures Oct 2, 2026 (one-year repayment/ refinancing risk)

Toronto, Ontario--(Newsfile Corp. - October 3, 2025) - Winchester Equity Corporation. (TSXV: WEC) (the "Company") is pleased to announce, further to its press release dated September 23, 2025, that it has today entered into a new secured convertible promissory note (the "Promissory Note") with Selma House LLC ("Selma").

Background

As previously disclosed, the Company made a USD$1,000,000 loan to Selma, an arm's length company in the business of real estate investment and private credit, for an aggregate amount of up to USD$1,000,000 which was due to become due and payable on July 24, 2026.

Following positive discussions with the management of Selma, WEC has agreed to increase the size of the loan facility to Selma to an amount of up to USD$2,000,000 which will replace the previous USD$1,000,000 promissory note which has now been cancelled.

The Company accordingly confirms that is has today entered into a secured convertible promissory note of up to USD$2,000,000 with Selma which is due to become due and payable on October 2, 2026. The principal amount under the Promissory Note bears an interest rate of 10% per annum, calculated monthly. The Promissory Note is secured against all assets of Selma (which consist primarily of real estate assets and receivables) and represents the sole senior secured debt of such company. The Company has the right to convert, at any time, the outstanding principal amount of the Promissory Note into a 47.2% ownership interest in Selma.

As of today's date, Selma has drawn down a total of USD$1,000,000 in principal against the Promissory Note.

Regulatory Considerations

The Promissory Note constitutes an Arm's Length Transactions (as such term is defined in Policy 1.1 of the TSXV). No Non-Arm's Length Parties of the Company (as such term is defined in Policy 1.1 of the TSXV) have any direct or indirect interest in, or relationship with Selma, nor are they insiders of Selma.

For Further Information:

Mark Pajak
Chairman, Chief Executive Officer and Director
Tel.: 540 762 2788
Email: mark@winchesterequitycorporation.com

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions, which are intended to identify forward-looking statements.

These forward-looking statements are based on certain assumptions that the Company has made in respect thereof as at the date of this press release.

Although the Company believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to regulatory approvals, changes in general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; and certain other risks detailed in the Company's continuous disclosure, a copy of which is available on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.

This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269055

FAQ

What did Winchester Equity (TSXV:TVCCF) announce on October 3, 2025?

Winchester entered a secured convertible promissory note with Selma for up to USD $2,000,000, replacing the prior USD $1,000,000 note.

How much of the USD $2,000,000 promissory note has Selma drawn as of October 3, 2025?

Selma has drawn USD $1,000,000 in principal to date.

What are the key terms of the Winchester promissory note (TSXV:TVCCF) including interest and maturity?

The note bears 10% per annum interest, is secured by all Selma assets, and matures on October 2, 2026.

What conversion rights does Winchester have under the Selma promissory note?

Winchester may convert outstanding principal at any time into a 47.2% ownership interest in Selma.

Does the promissory note create senior secured debt for Selma?

Yes. The press release states the note represents Selma's sole senior secured debt secured against all assets.

Are there any related‑party concerns disclosed with the October 3, 2025 Winchester loan?

No. Winchester states the transaction is arm's length and no Winchester insiders have direct or indirect interests in Selma.