Mr. Dean Bethune reports

DARELLE ANNOUNCES EXTENSION OF PROMISSORY NOTES AND FORBEARANCE AGREEMENTS

Darelle Online Solutions Inc. has entered into addendums to extend the maturity dates of four previously issued promissory notes, as well as forbearance agreements with certain creditors.

Extension of promissory notes

On Oct. 29, 2024, the company issued four promissory notes, each with a principal amount of $10,000, bearing an annual interest rate of 10 per cent, and originally maturing 90 days from the issuance date. As of today's date, all noteholders have agreed to amend the terms of the promissory notes to extend the maturity date to 24 months from the original issuance date.

One of the noteholders is considered a related party as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The extension of the maturity date for the note held by the related party constitutes a related party transaction under MI 61-101. However, the company is relying on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization.

Forbearance agreements

In addition, the company has entered into forbearance agreements with certain creditors, including officers and directors of the company, a company controlled by an officer of the company, and a company controlled by a former officer of the company. Under these agreements, the creditors have agreed to forbear from demanding or enforcing payment of the outstanding balance from the effective date of the agreements:

• The outstanding balance subject to forbearance is approximately $1.3-million.
• The effective dates of the forbearance agreements are Feb. 14, 2025, and Feb. 28, 2025.

The company believes that these agreements provide additional financial flexibility as it continues to execute its corporate strategy.

About Darelle Online Solutions Inc.

Darelle Online Solutions is a British Columbia corporation, with its head office in Vancouver, B.C. The Darelle website is an on-line marketplace that has developed a platform in which charitable and non-profit organizations can create, sell, deliver, and manage their raffle ticket and 50/50 draws completely on-line.

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