Redwood AI hires MCS for marketing services

Executive Summary

• Redwood AI Corp. has engaged MCS Market Communication Service GmbH for $1 million in online marketing and analytics services, with the contract running until April 20, 2026, or until budget exhaustion.
• The company entered into debt settlement agreements to issue 236,003 common shares at $1.71 per share to fully settle approximately $403,572 of outstanding debt owed to a director, Thorlund Holdings, and other creditors.
• The transaction is a related-party deal subject to Canadian Securities Exchange approval, with closing expected around February 27, 2026, and the issued shares subject to a standard 4-month and 1-day hold period.

Key Details

• Marketing Engagement: MCS Market Communication Service GmbH (Germany) engaged for campaign creation, marketing material production, research, and analytics.
• Marketing Consideration & Terms: $1 million paid upfront; services delivered via digital channels including Google Ads and native advertising; contract runs until April 20, 2026, or budget exhaustion; no securities issued as compensation.
• Debt Settlement Structure: Issuance of 236,003 common shares at a deemed price of $1.71 per share.
• Debt Amount Settled: Aggregate of $403,571.96 in outstanding indebtedness.
• Counterparties: A company director, Thorlund Holdings (an entity controlled by Kristian Thorlund), and Mr. Thorlund.
• Regulatory Framework: Classified as a related-party transaction under Multilateral Instrument 61-101; exemptions from formal valuation and minority approval requirements relied upon as neither the fair market value of the shares nor the consideration exceeded 25% of the company's market capitalization.
• Closing & Hold Period: Expected closing on or about February 27, 2026; securities subject to a four-month and one-day hold period per applicable securities laws.
• Disclosure Timing: No material change report was filed more than 21 days prior to closing due to the details being finalized shortly before the expected closing date and the company's desire to expedite the transaction for business reasons.