Novra Receives US $3.2 Million and a New Loan Agreement Signed with SNAPS

Executive Summary

• Novra Technologies received an additional US $3.2 million (CAD $4.4 M) from SNAPS Holding Company under the same terms as its original convertible loan, bringing total funds received to US $3.7 million (CAD $5.0 M).
• SNAPS intends to convert the US $3.7 million into approximately 14.9 million Novra common shares at CAD $0.34 per share, representing >20% of Novra’s outstanding equity and creating a new insider/control entity.
• A new non‑brokered binding convertible loan agreement for US $5.3 million (CAD $7.2 M) was announced, with a 2‑year term, 1% annual interest, and conversion rights at a minimum price of CAD $0.34 per share (or market price on the reservation date).

Key Details

• Additional Funding Received: US $3.2 million (CAD $4.4 M) from SNAPS under original loan terms; total received to date = US $3.7 million (CAD $5.0 M).
• Conversion Request: SNAPS seeks conversion of the US $3.7 million at CAD $0.34 per share → ~14.9 million Novra shares (>20% of outstanding shares).
• New Convertible Loan: US $5.3 million (CAD $7.2 M) non‑brokered, 2‑year term from receipt date, interest 1% p.a., all funds to be received by September 30 2026.
• Conversion Terms – New Loan: Either party may convert at any time at a minimum price of CAD $0.34 per share and not less than the market price on the “Price Reservation Date.” TSXV approval required; shareholder approval may also be needed.
• Regulatory Approvals Required: Both conversions will require TSX Venture Exchange (TSXV) approval and potentially shareholder approval.
• Insider Trading Blackout: Novra’s directors and officers remain under a trading blackout for an additional week after any update announcing the end of the blackout or completion of the new loan.
• Strategic Rationale (SNAPS): SNAPS views Novra as a key technical component for its AI/IoT ecosystem, aiming to integrate Novra’s capabilities into a broader AI‑enabled wireless infrastructure platform across multiple verticals.

Notable Quotes

“SNAPS continues to demonstrate a strong commitment to Novra… we see Novra as an essential element in our vision to consolidate and integrate AIoT products and services.” – SNAPS Holding Company statement (as quoted in release)