BuildDirect Amends 2018 and 2022 Secured Debt

VANCOUVER, BC, Dec. 28, 2022 /PRNewswire/ - BuildDirect.com Technologies Inc. (TSXV: BILD) ("BuildDirect" or "Company"), announces the amendment of secured notes issued by BuildDirect Operations Limited, a wholly owned subsidiary of the Company ("BuildDirect Operations") to: (a) Deans Knight Capital Management Ltd. in its capacity as portfolio manager on behalf and for the benefit of two fully managed accounts (collectively the "Dean Knight Noteholders") in March 2018 (the "2018 Notes"); and (b) Pelecanus Investments Ltd. ("Pelecanus"), Lyra Growth Partners Inc. ("Lyra") and Beedie Investments Ltd. ("Beedie" and, together with Pelecanus and Lyra, the "Lenders") in June 2022 (the "2022 Notes"). 

BuildDirect Operations issued the 2018 Notes to Deans Knight Noteholders in an aggregate principal amount of approximately CAD $5,000,000 pursuant to a Note Purchase Agreement in March 2018.  BuildDirect Operations and the Deans Knight Noteholders have agreed to amend the 2018 Notes pursuant to which: (a) the maturity date of the 2018 Notes is extended to December 31, 2023 (the "2018 Notes Maturity Date"); (b) the interest rate applicable to the 2018 Notes is adjusted to the greater of 15% and CDOR plus 10%  effective January 1, 2023; (c) BuildDirect Operations will make certain quarterly payments towards the aggregate outstanding principal amount of the 2018 Notes commencing January 1, 2023 (the "Quarterly Principal Payments"); (d) BuildDirect Operations will pay fees in the amount of (i) between 3% - 9% of the Quarterly Principal Payments which fees are payable by BuildDirect Operations on a quarterly basis commencing January 1, 2023 and (ii) between 3%- 9%  of the then current outstanding principal of the 2018 Notes subject to timing for payment in full of the 2018 Notes; and (e) BuildDirect Operations agrees to comply with certain operational covenants in relation to itself and its related entities.

BuildDirect Operations issued the 2022 Notes to the Lenders in an aggregate principal amount of USD $4,500,000 in June 2022.  BuildDirect Operations and the Lenders have agreed to amend the 2022 Notes pursuant to which (a) the maturity date of the 2022 Notes is extended to April 1, 2024 and (b) the interest rate applicable to the 2022 Notes is increased to 15% effective January 1, 2023.

BuildDirect has retained Thesis Capital Inc. ("Thesis"), a leading capital markets advisory firm servicing Canadian small capitalization companies across North American markets, to provide investor relations and advisory services to the Company.  Thesis has been engaged for an initial period of approximately nine months expiring on September 30, 2023, which may be extended by mutual agreement, and will be paid a monthly fee of CAD $7,500 plus certain pre-approved out-of-pocket expenses and applicable taxes. Thesis and the Company are unrelated and unaffiliated entities but Thesis and/or its clients may have an interest, directly or indirectly, in the securities of the Company.  Thesis has agreed to comply with all applicable securities laws and the policies of the TSX-V in providing the above services.

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

BuildDirect (TSXV: BILD) is a growing omnichannel building material retailer.  BuildDirect connects North American home improvement B2B and B2C organizations and homeowners with quality building materials and services through its robust global supply chain network.  BuildDirect's growth trajectory, strong product offering and proprietary heavyweight delivery network are delivering value today, solidifying its position as an innovative player in the home improvement industry.  For more information, visit www.BuildDirect.com.

Forward-Looking Information

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. These statements reflect management's current beliefs and expectations and are based on information currently available to management as at the date hereof.  Forward-looking statements involve significant risk, uncertainties and assumptions.

Forward-looking statements in this press release may include, without limitation, statements relating to BuildDirect's ability to repay the 2018 Notes and 2022 Notes.

Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among those factors are changes in consumer spending, availability of mortgage financing and consumer credit, changes in the housing market, changes in trade policies, tariffs or other applicable laws and regulations both locally and in foreign jurisdictions, availability and cost of goods from suppliers, fuel prices and other energy costs, interest rate and currency fluctuations, retention of key personnel and changes in general economic, business and political conditions. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in this press release reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. There may be other risks, uncertainties and factors that cause results not to be as anticipated, estimated or intended and such changes could be material. These forward-looking statements are made as of the date of this press release, and BuildDirect assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

SOURCE BuildDirect.com Technologies Inc.

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