File: Attachment DOSI PR - March 24 2025 Promissory Notes.pdf

News

FOR IMMEDIATE RELEASE

DARELLE ANNOUNCES EXTENSION OF PROMISSORY NOTES AND FORBEARANCE AGREEMENTS

Vancouver, B.C. March 25, 2025 Darelle Online Solutions Inc. ("darelle" and/or the "Company") (TSXV: "DAR") announces that it has entered into addendums (the "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 October 29, 2024, the Company issued four promissory notes, each with a principal amount of $10,000, bearing an annual interest rate of 10%, 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 twenty-four (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 ("MI 61-101"). 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% 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 (collectively, the "Creditors"). Under these agreements, the Creditors have agreed to forbear from demanding or enforcing payment of the outstanding balance (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 February 14, 2025, and February 28, 2025.

The Company believes that these agreements provide additional financial flexibility as it continues to execute its corporate strategy. Page 2

About Darelle Online Solutions Inc.

Darelle Online Solutions Inc. is a British Columbia corporation with its head office in Vancouver, British Columbia. Darelle.com is an online marketplace which has developed a platform in which charitable and nonprofit organizations can create, sell, deliver, and manage their raffle ticket and 50/50 draws completely online. The Company is listed on the TSX Venture Exchange as a Tier 2 Technology Issuer. The Company has a total of 2,456,939 common shares issued and outstanding.

Additional information on the company can be found at www.darelle.com

For Further Information, Contact:

Dean Bethune President & CEO Phone (778) 840-3325 Email: dbethune@darelle.com

Certain statements in this release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.

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

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