Redwood issues 236,003 shares for debt of $403,571

Executive Summary

• Redwood AI Corp. has closed previously announced debt settlement agreements dated February 20, 2026, with a company director and certain creditors.
• The company issued 236,003 common shares at a deemed price of $1.71 per share to fully extinguish approximately $403,572 of outstanding indebtedness.
• The transaction includes related-party settlements totaling ~$137,454, with all issued shares subject to a statutory hold period of four months and one day.

Key Details

• Total common shares issued: 236,003
• Deemed price per share: $1.71
• Total outstanding debt settled: $403,571.96
• Related-party settlement 1: 77,414 shares issued to Thorlund Holdings Inc. (controlled by Kristian Thorlund) in full settlement of $132,378.36
• Related-party settlement 2: 2,968 shares issued to Mr. Kristian Thorlund in full settlement of $5,075.59
• Statutory hold period: Four months and one day, expiring June 28, 2026
• Regulatory exemptions: Relied on sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 to bypass formal valuation and minority approval requirements, as neither the fair market value of the shares nor the consideration paid exceeded 25% of the company's market capitalization
• Filing status: No material change report was filed more than 21 days prior to closing due to the need for an expedited settlement for business reasons
• Agreement date: February 20, 2026