Parvis Provides Clarifying Statements on Proposed Acquisition of Richmond Global Wealth

Executive Summary

• Parvis Invest Inc. clarifies that its proposed acquisition of Richmond Global Wealth Inc. is a non‑arm’s‑length, related‑party transaction involving director Noah Murad.
• Disinterested shareholders (excluding Murad and affiliates) must approve the deal; these parties are excluded from voting on the resolution.
• All other terms of the original acquisition announcement remain unchanged, subject to customary closing conditions and regulatory approvals.

Key Details

• Transaction Nature: The acquisition is a Non‑Arm’s‑Length transaction under TSX Venture Exchange policies and a related‑party transaction under MI 61‑101.
• Related Party Identification: Director Noah Murad indirectly controls RGW through Bluestar Equity Inc., making him a “Non‑Arm’s‑Length Party.”
• Voting Restrictions: Murad, Bluestar Equity, and any affiliates are excluded from voting on the shareholder approval resolution.
• Shareholder Approval Requirement: The deal now requires disinterested shareholder approval, i.e., a majority of votes cast by shareholders excluding those controlled by Murad or related parties.
• Unchanged Deal Terms: All other conditions—purchase price, closing conditions, regulatory approvals, TSX Venture Exchange endorsement—remain as previously disclosed in the February 19, 2026 release.
• Closing Conditions: Subject to customary closing conditions, receipt of all required regulatory approvals, and TSX Venture Exchange approval, in addition to the disinterested shareholder vote.

Notable Quotes

• “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.” – David Michaud, CEO, Parvis Invest Inc.