Ms. Carly Burk reports

SBD CAPITAL CORP. ANNOUNCES CLOSING OF DEBT SETTLEMENT

Further to the press releases of Jan. 13, 2025, and March 7, 2025, SBD Capital Corp. has settled an aggregate of $418,571.82 of indebtedness owed to certain creditors of the company through the issuance of 1,550,263 common shares in the capital of the company at a price of 27 cents per common share. The company will continue to work toward settling its outstanding trade payables to remediate its working capital deficiency.

The debt settlement is considered a related-party transactions as defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions) as some of the creditors are insiders of the company. The company is relying on the exemption from the valuation requirement of MI 61-101 contained in Section 5.5(g) of MI 61-101 as the company's securities are not listed on one of the markets specified in Section 5.5(g) of MI 61-101. The company did not rely on an exemption from the minority shareholder approval under MI 61-101 as minority shareholder approval for the debt settlement was received at the annual and special meeting of shareholders held on Jan. 24, 2025.

The common shares to be issued pursuant to the debt settlement shall be subject to a four-month hold period, and completion of the debt settlement remains subject to final acceptance of the Canadian Securities Exchange.

Prior to the completion of the debt settlement, Irwin Lowy LLP held an aggregate of 38,333 common shares, representing approximately 4.886 per cent of the 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 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. 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+.

Prior to the completion of the debt settlement, Mr. Contardi held, directly or indirectly, an aggregate of 78,822 common shares, representing approximately 9.99 per cent of the issued and outstanding common shares on an undiluted basis and on a partially diluted basis. Upon completion of the debt settlement, Mr. Contardi held an aggregate of 423,773 common shares, representing approximately 18.12 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, Mr. Contardi may from time to time increase or decrease his 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.