Mr. Shawn Wilson reports

BUILDDIRECT ANNOUNCES INTENTION TO ENTER INTO SECURED LOAN AND LOANS TO MANAGEMENT

Builddirect.com Technologies Inc. intends to close a secured loan with Lyra Growth Partners Inc. (the lender) together with loans with senior members of management of the company and its operating subsidiaries (the borrowers). The sole purpose of the management loans is to enable the senior management borrowers to purchase additional issued and outstanding common shares of the company, thereby aligning their interests with shareholders.

The 2025 loan

The company, through its wholly owned subsidiary Builddirect Operations Ltd., intends to enter into a secured loan agreement with the lender pursuant to which loan proceeds of $775,000 will be made available to the company.

The terms of the 2025 loan include the following:

• The 2025 loan will bear interest at a rate equal to the greater of: (i) 8 per cent; and (ii) the Canada Revenue Agency prescribed rate for taxable employee benefits being 4 per cent per annum as of the date hereof. The interest rate shall be reset on March 31, June 30, Sept. 30 and Dec. 31 of each year to the greater of: (i) 8 per cent; and (ii) the then-current CRA rate. Interest compounds and is payable annually on the 2025 loan commencing 130 days after the last day of the calendar year in which the 2025 loan closes.
• The 2025 loan will mature 60 months from the date of financing of the 2025 loan.

The net proceeds of the 2025 loan will be used for the purposes of the management loans as described below.

The TSX Venture Exchange has been provided notice of the 2025 loan under TSX-V Policy 5.1 (Loans, Loan Bonuses, Finder's Fees and Commissions).

The lender is an insider by virtue of holding 20.7 per cent of the issued and outstanding common shares of the company on a partially diluted basis. As a result of the foregoing, the 2025 loan to be issued to the above entities constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company will rely upon the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(b) (Issuer Not Listed on Specified Markets) and 5.7(1)(a) (Fair Market Value Not More Than 25 Per Cent of Market Capitalization), respectively, of MI 61-101.

The management loans

The company, through its wholly owned subsidiary Builddirect Operations, intends to enter into loan agreements with four borrowers, pursuant to which an aggregate of $775,000 will be loaned to the borrowers.

The terms of the management loans include the following:

1. The 2025 management loans will bear interest at a rate equal to the greater of: (i) 8 per cent; and (ii) the Canada Revenue Agency prescribed rate for taxable employee benefits being 4 per cent per annum as of the date hereof. The interest rate shall be reset on March 31, June 30, Sept. 30 and Dec. 31 of each year to the greater of: (i) 8 per cent; and (ii) the then current CRA rate.
2. The maturity date of the management loans will be 60 months from the date of financing subject to the terms of the management loans.
3. The management loans are being advanced to the borrowers to purchase issued and outstanding common shares of the company through private share sale transactions, and the borrowers will pledge, as security for the management loans, the common shares that they currently own in the company plus the shares in the company that they will purchase with the management loans proceeds.

"These management loans, which supplement prior share purchases by the senior management team, are important steps to support the company's growth," stated Milan Roy, director.

He further noted: "We strongly believe in aligning the interests of Builddirect's management team with those of its shareholders. By facilitating this loan structure, we are enabling key leadership to increase their ownership stake in the company, while also providing security for the loans, reinforcing their commitment to long-term value creation and sustainable growth. We are confident that through this structure, we are sharing both risk and upside with senior management, and this will further strengthen Builddirect's leadership alignment with shareholder interests and drive continued success."

The TSX-V has been provided notice of the management loans under Section 6.5 of TSX-V Policy 4.4 (Security Based Compensation). The 2025 loan and the management loans remain subject to TSX-V final approval, together with written consent of shareholders of the company holding more than 50 per cent of the company's issued shares, excluding the issued shares of the lender, the borrowers, and their respective associates and affiliates pursuant to TSX-V Policy 4.4.

The borrowers, being Shawn Wilson, Kerry Biggs, John Allen and Brandon Stone, are all insiders of the company by virtue of being senior officers of the company (Mr. Wilson, Mr. Biggs and Mr. Allen) and Superb Floor Covering LLC, a wholly owned subsidiary of the company (Mr. Stone). As a result of the foregoing, the management loans constitute related-party transactions as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company will rely upon the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(b) (Issuer Not Listed on Specified Markets) and 5.7(1)(a) (Fair Market Value Not More Than 25 Per Cent of Market Capitalization), respectively of MI 61-101.

About Builddirect.com Technologies Inc.

Builddirect is a growing omnichannel building material retailer. Builddirect connects North American home improvement business-to-business and business-to-consumer organizations and homeowners with quality building materials and services through its robust global supply chain network. Builddirect's growth trajectory, strong product offering and proprietary heavyweight delivery network are delivering value today, solidifying its position as an innovative player in the home improvement industry.

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