Mr. Shawn Wilson reports

BUILDDIRECT ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO $5,000,000

Builddirect.com Technologies Inc. (Builddirect) has arranged a non-brokered private placement of up to 2,083,333 common shares of the company at a price of $2.40 per common share for aggregate gross proceeds of up to approximately $5-million.

The company may, in its discretion, increase the size of the offering, subject to market demand and the acceptance of the TSX Venture Exchange. There can be no assurance that the offering will be increased, or that it will be completed in whole or in part.

Use of proceeds -- strategic asset acquisition

The company intends to use the net proceeds of the offering to finance a portion of the cash purchase price payable under a definitive asset purchase agreement entered into on Nov. 5, 2026, between a wholly owned subsidiary of the company and a vendor, pursuant to which the company's subsidiary has agreed to acquire substantially all of the operating assets of a carpet and flooring wholesale, retail and distribution business located in the U.S. Midwest. Any remaining net proceeds, including any additional proceeds if the offering is increased, are expected to be used for working capital and general corporate purposes.

The acquisition is consistent with Builddirect's strategy of expanding its pro centre distribution network and operational footprint through targeted acquisitions. Closing of the acquisition is currently expected to occur on or about Nov. 18, 2026, or on such other date as the parties may agree, subject to the satisfaction or waiver of customary closing conditions, including the receipt of required third party consents. Completion of the acquisition is not conditional on completion of the offering.

The company intends to provide further disclosure regarding the acquisition if and as required by applicable securities laws and TSX Venture Exchange policies.

Offering details

The offering is expected to close on or about Nov. 18, 2026, or on such other date or dates as the company may determine, and may close in one or more tranches. Completion of the offering is subject to customary closing conditions, including receipt of all necessary regulatory approvals, including the final acceptance of the TSX-V.

The common shares will be offered by way of private placement to purchasers resident in Canada and in such other jurisdictions as the company may determine, pursuant to available exemptions from the prospectus requirements under applicable securities laws. All common shares issued under the offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

The company may pay cash finders' fees to eligible finders of up to 6 per cent of the gross proceeds from subscribers introduced to the company by such finders, in accordance with applicable securities laws and subject to the acceptance of the TSX-V.

Pelecanus Investments Ltd., Lyra Growth Partners Inc. and Beedie Investments Ltd., insiders of the company, have indicated that they intend to subscribe for a minimum aggregate of $1.5-million of the offering. Participation by insiders in the offering will constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the formal valuation and minority approval requirements under MI 61-101 as the fair market value of these insiders' participation in the private placement does not exceed 25 per cent of the company's market capitalization, as set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The insiders' participation in the private placement was approved by the disinterested directors of the company. The company did not file a material change report more than 21 days before the expected closing date of the private placement, as the details of the private placement were not finalized until the date hereof.

To the extent that insiders subscribe for more than 25 per cent of the offering, this news release is also intended to serve to reserve the offering price with the TSX-V.

About Builddirect.com Technologies Inc.

Builddirect is an expanding omnichannel building materials retailer specializing in pro centres -- strategic distribution hubs serving professional contractors and trades. The company is scaling its footprint through organic growth and strategic acquisitions.

We seek Safe Harbor.