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Vancouver, British Columbia--(Newsfile Corp. - November 10, 2026) - BuildDirect.com Technologies Inc. (TSXV: BILD) (OTCQB: BDCTF) ("BuildDirect" or the "Company"), an omnichannel building materials retailer, is pleased to announce a non-brokered private placement (the "Offering") of up to 2,083,333 common shares of the Company (each, a "Common Share") at a price of $2.40 per Common Share for aggregate gross proceeds of up to approximately $5,000,000. All dollar amounts in this news release are in Canadian dollars unless otherwise stated.

The Company may, in its discretion, increase the size of the Offering, subject to market demand and the acceptance of the TSX Venture Exchange (the "TSXV"). 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 fund a portion of the cash purchase price payable under a definitive asset purchase agreement (the "Purchase Agreement") entered into on November 5, 2026 between a wholly-owned subsidiary of the Company and a vendor (the "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 (the "Acquisition"). 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 Center distribution network and operational footprint through targeted acquisitions. Closing of the Acquisition is currently expected to occur on or about November 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 TSXV policies.

Offering Details

The Offering is expected to close on or about November 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 TSXV.

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 finder's fees to eligible finders of up to 6% 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 TSXV.

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 $1,500,000 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 ("MI 61-101"). 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 twenty-one (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% of the Offering, this news release is also intended to serve to reserve the Offering price with the TSXV.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About BuildDirect

BuildDirect (TSXV: BILD) (OTCQB: BDCTF) is an expanding omnichannel building materials retailer specializing in Pro Centers - strategic distribution hubs serving professional contractors and trades. The Company is scaling its footprint through organic growth and strategic acquisitions. For more information, visit www.BuildDirect.com.

Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. These statements reflect management's current beliefs and expectations and are based on information currently available to management as of the date hereof.

Forward-looking statements in this news release include, without limitation, statements regarding: the size, terms and timing of the Offering, including any increase in the size of the Offering; the receipt of regulatory approvals, including the final acceptance of the TSXV; the payment of finder's fees; the anticipated participation of insiders in the Offering, including the intended minimum aggregate subscription of $1,500,000 by Pelecanus Investments Ltd., Lyra Growth Partners Inc. and Beedie Investments Ltd.; the intended use of proceeds of the Offering; the expected timing and completion of the Acquisition; the anticipated benefits of the Acquisition; the expectation that the Acquisition is consistent with the Company's strategic objectives and acquisition criteria; further disclosure regarding the Acquisition; and the Company's growth plans and acquisition strategy.

Forward-looking statements involve significant risk, uncertainties and assumptions. They are based on the opinions, assumptions and estimates of management considered reasonable as of the date of this news release, including assumptions that the Offering will be completed on the terms described, that insiders will subscribe for the amounts they have indicated, that the Company will obtain all required regulatory approvals, including the final acceptance of the TSXV, that all conditions to closing of the Acquisition will be satisfied or waived in a timely manner, that the Company will have sufficient funds available to pay the balance of the purchase price, and that the Company will be able to integrate the acquired assets successfully. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements, including: the risk that the Offering is not completed in whole or in part, or is not increased; the risk that insiders do not subscribe for the amounts indicated or at all; the risk that the net proceeds of the Offering, together with other available funds, are insufficient to fund the purchase price for the Acquisition, or that other financing is not available on acceptable terms or at all; the risk that the Acquisition is delayed or not completed on the anticipated terms or at all; the failure to obtain required approvals or consents; integration risks; changes in consumer spending; availability of mortgage financing and consumer credit; changes in the housing market; changes in trade policies, tariffs or other applicable laws and regulations both locally and in foreign jurisdictions; availability and cost of goods from suppliers; fuel prices and other energy costs; interest rate and currency fluctuations; and changes in general economic, business and political conditions. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and general market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in this news release reflect the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. There may be other risks, uncertainties and factors that cause results not to be as anticipated, estimated or intended, and such changes could be material. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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