Ms. Carly Burk reports

SBD CAPITAL CORP. ANNOUNCES COMPLETION OF DEBT SETTLEMENT

Further to the press release of Oct. 1, 2025, SBD Capital Corp. has settled an aggregate of $20,762.14 of indebtedness to a non-arm's-length creditor of the company through the issuance of 92,276 common shares in the capital of the company at a price of 22.5 cents per common share. All securities issued in connection with the debt settlement will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The debt settlement is constituted as a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions) as an insider of the company received an aggregate of 92,276 common shares. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on a specified market and the fair market value of the participation in the offering by insiders does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101.

Prior to the completion of the debt settlement, Irwin Lowy LLP held an aggregate of 551,768 common shares, representing approximately 23.59 per cent of the then issued and outstanding common shares on an undiluted basis and on a partially diluted basis. Upon completion of the acquisition, ILL held an aggregate of 664,044 common shares, representing approximately 26.49 per cent of the then issued and outstanding common shares on an undiluted basis and on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, ILL may from time to time increase or decrease its holdings of common shares or other securities of the company. A copy of the early warning report will be available on the company's issuer profile on SEDAR+.

We seek Safe Harbor.