Mr. Nick Brusatore reports
HARRYS ANNOUNCES LOAN AGREEMENT
Harrys Manufacturing Inc. has entered into a loan agreement with lender Jeff Sopatyk pursuant to which he has agreed to loan the company an unsecured, non-convertible loan of $500,000. The company will no longer be proceeding with its non-brokered private placement as announced on July 13, 2026.
The loan bears interest at a rate of 10.0 per cent per annum. The outstanding principal amount of the loan, together with all accrued and unpaid interest thereon, is due and payable in full on the date that is 12 months following the date of advancement. The company may prepay the loan, in whole or in part, at any time without penalty or fees, with any such prepayment applied first to accrued interest and then to principal.
The loan will provide the company with "bridge financing" to facilitate the company's change of business, as set out in the company's news release dated June 23, 2026, and in order to meet the listing requirements applicable to an exploration and mining issuer. Specifically, the proceeds of the loan will be used by the company to complete the transaction and related matters including, but not limited to, the following: (i) $40,000 plus GST for Canadian Securities Exchange filing fees; (ii) $55,000 for the preparation of a technical report on the Winslow gold project in compliance with the requirements of National Instrument 43-101 -- Standards of Disclosure for Mineral projects; (iii) approximately $75,000 for exploration expenditures on the Winslow Gold project; and (iv) legal, accounting and transfer agent fees in connection with the transaction. The company will be seeking shareholder approval for the transaction and more comprehensive disclosure related to the transaction will be included in the corresponding information circular, which will be prepared and delivered to shareholders in due course.
The loan constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special transactions as the lender is a director of the company. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the loan does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101.
We seek Safe Harbor.
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