Mr. Bill Espley reports

DCS CLOSES SETTLEMENT OF US$1,450,000 IN CONVERTIBLE DEBENTURES AND ISSUES 196,582 WARRANTS

Further to its news release of Sept. 6, 2024, Direct Communication Solutions Inc. has closed its offering of new convertible debentures to settle indebtedness related to the convertible debentures issued by Direct Communication in 2022 having an aggregate principal amount of $1.45-million (U.S.) instead of the previously announced $1.5-million (U.S.), accruing interest at 10 per cent per annum, until the maturity date of Sept. 9, 2024, for an aggregate interest amount of $290,000 (U.S.) until the maturity date and the additional interest amount of $1,589.04 (U.S.) accrued from the maturity date until the closing date of the new convertible debentures, being Sept. 13, 2024, for a total indebtedness of $1,741,589.04 (U.S.).

The new debentures are unsecured, having a maturity date of the first anniversary of the closing date and bear an interest rate of 15 per cent per annum, not payable in advance.

Pursuant to the terms of the new debentures, the subscribers may convert all or part of the principal and accrued interest of the new debentures up to and including the maturity date of the new debentures into one share of common stock of Direct Communication at $6 (U.S.) ($8.13 (Canadian)) per share of common stock.

Concurrent with the offering of the new debentures, the company also granted and issued share purchase warrants on the basis of one-half of one whole share purchase warrant for each $6 (Canadian) of the principal amount of the new debentures which amounts to an aggregate of 196,582 whole share purchase warrants, where each warrant may be exercised for a period of two years from the date of grant for the purchase of one share of common stock of the company at $3.20 ($2.36 (U.S.)) per warrant share.

The conversation rate of $1 (U.S.) to $1.3545 (Canadian) is based on the Bank of Canada conversion rate as of Sept. 6, 2024.

About Direct Communication Solutions Inc.

Direct Communication is a technology solutions integrator focusing on connecting the Internet of Things. It provides real solutions that solve real problems.

We seek Safe Harbor.