Parvis clarifies Richmond Global buy non-arm's length

Executive Summary

• Parvis Invest Inc. issued a clarifying statement regarding its proposed acquisition of Richmond Global Wealth Inc. (RGW), disclosing that the transaction is a non-arm's-length/related-party transaction under TSX Venture Exchange policies and Multilateral Instrument 61-101.
• Noah Murad, a director of Parvis, is identified as a non-arm's-length party due to his indirect control and ownership interest in RGW through Bluestar Equity Inc.
• The transaction requires disinterested shareholder approval, excluding votes from Mr. Murad, Bluestar Equity, and their affiliates, while all other terms of the original acquisition agreement remain unchanged.

Key Details

• Transaction Nature: The acquisition of Richmond Global Wealth Inc. by Parvis Invest Inc. is classified as a non-arm's-length transaction and a related-party transaction pursuant to Multilateral Instrument 61-101.
• Related Party Identification: Noah Murad, a director of Parvis, indirectly controls and/or holds an ownership interest in RGW through Bluestar Equity Inc., making him a non-arm's-length party under TSX-V Policy 1.1.
• Voting Restrictions: Mr. Murad and all other non-arm's-length parties, including Bluestar Equity and their associates/affiliates, are excluded from voting on the resolution to approve the transaction.
• Approval Requirements: Closing is subject to disinterested shareholder approval (majority of votes cast by shareholders excluding related parties), customary closing conditions, regulatory approvals, and TSX Venture Exchange approval.
• Status of Terms: All other terms and conditions of the transaction described in the original news release dated Feb. 19, 2026, remain unchanged.

Notable Quotes

• "The original release did not disclose that the proposed acquisition constitutes a non-arm's-length transaction within the meaning of TSX Venture Exchange policies and a related-party transaction pursuant to Multilateral Instrument 61-101."
• "The company confirms that, given the non-arm's-length nature of the transaction, Mr. Murad and any other non-arm's-length parties and their respective associates and affiliates will be excluded from voting on the resolution to approve the transaction."