Novra further extends loan agreement with SNAPS

Executive Summary

• Novra Technologies Inc. has partially closed and further extended its binding convertible loan agreement with SNAPS Holding Company, receiving the first tranche of funds while delaying the closing of the remaining balance.
• The company received $500,000 (U.S.) in June, with the closing date for the remaining $8.5 million (U.S.) extended to on or before December 15, 2025.
• Novra cautions that there is no assurance the full loan will be completed, as anticipated funds for June and July were not received, and future tranches require TSX-V and potentially shareholder approval.

Key Details

• Transaction Structure: Binding convertible loan agreement with SNAPS Holding Company.
• Total Facility Size: $9 million (U.S.) / $12.3 million (Canadian).
• Term: Two years.
• Interest Rate: 1% per annum.
• Tranche 1 (Closed): $500,000 (U.S.) received by Novra in June.
• Tranche 2 (Remaining): $8.5 million (U.S.) closing extended to on or before December 15, 2025.
• Conversion Terms: Convertible into Novra common shares by either party at any time during the term at 34 Canadian cents per share.
• Share Issuance Potential: Up to 2,002,944 shares could be issued if the full amount is converted.
• Regulatory Approvals: TSX Venture Exchange approval received for the $500,000 (U.S.) tranche. Future tranches require specific TSX-V approval of share pricing at the time of closing and potentially shareholder approval.
• Risk Factors: Novra states that additional funds anticipated in June and July have not been received and provides no assurance that the agreement will be completed in its entirety.
• Corporate Governance: Directors were re-elected at the AGM on June 27, 2025. Insiders are subject to a trading blackout continuing for one week after an update on the blackout end or full loan closure.

Notable Quotes

• "Although SNAPS has demonstrated its strong commitment to the convertible loan agreement by providing a first tranche of funds, the additional funds that were anticipated in June and July have not yet been received."
• "Novra can provide no assurance that the convertible loan agreement will be completed in its entirety as proposed."