Mr. Mark Pajak reports

DLC HOLDINGS CORP. ANNOUNCES AGREEMENT TO SELL MACADAMIA PROCESSING FACILITY

DLC Holdings Corp. has entered into an agreement dated Dec. 19, 2025, to sell its macadamia processing facility, located in Mpumalanga, South Africa, which is owned by the company's wholly owned South African subsidiary, Superior Macadamias Pty. Ltd., for a total consideration of $1.2-million (U.S.).

Background

The White River factory was originally acquired by the company as part of the portfolio of agricultural and food processing assets purchased under DLC's qualifying transaction in 2014. The White River factory has been leased to a tenant for the past several years and terms have now been finalized, under which the tenant will acquire the premises.

The consideration will be paid on deferred terms, with $500,000 (U.S.) expected to be received by the end of 2025 and the balance being paid over the course of 2026. The proceeds from the sale will be used to repay outstanding third party loans made to the company, the details of which have previously been disclosed.

Regulatory considerations

The sale of the White River factory is subject to the approval of the TSX Venture Exchange, if required, and constitutes an arm's-length transaction (as such term is defined in Policy 1.1 of the TSX-V). No non-arm's-length parties (as such term is defined in Policy 1.1 of the TSXV) of the company have any direct or indirect interest in, or relationship with the purchaser of the White River Factory. No finders' fees were paid or are payable in connection with the sale of the White River factory. The company will make the required filing with the TSX-V in due course in connection with the disposition.

We seek Safe Harbor.