Mr. Christopher Angeconeb reports
BIG TREE ANNOUNCES POSTPONEMENT OF RELATED PARTY DEBT
Certain of Big Tree Carbon Inc.'s related-party debts have been postponed for two years.
The company has entered into postponement agreements dated Aug. 17, 2026, with four creditors of the company with respect to an aggregate of $1,130,284.61 of debt owed to two officers of the company, a law firm of which an officer and director of the company is a partner and a former director of the company. In consideration for the payment of $62,324.68, being approximately 5.5 per cent of the debt, the repayment of the amount of $1,067,959.93 will be postponed until Aug. 17, 2028. The postponed creditors will have no right to repayment of the postponed debt or take any action in respect of the postponed debt and no right to exercise and enforce any remedies in relation to the postponed debt until Aug. 17, 2028.
This will convert the postponed debt to a long-term liability that will not affect current working capital. As a result of the funds received from the settlement of the ADLP promissory note (see press release dated May 20, 2026) and the conversion of the postponed debt to a long-term liability, along with the reclassification of some historical third party liabilities to long term, the company has a positive working capital position.
The postponement of debt in respect of three officers and directors of the company in the amount of $994,168.93 is a related-party transaction as a result of the fact that the debt being postponed is owed to parties related to the company. The insider postponement of debt is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(g) and 5.7(1) (e) of MI 61-101 relating to financial hardship. The insider postponement of debt is exempt from the formal valuation and minority approval requirements of MI 61-101 because the company is in serious financial difficulty and the postponements of these debts are intended to improve the financial position of the company. In addition, the postponement of $994,168.93 of debt in consideration for the nominal payment of $52,324.68 to the related parties is submitted to be reasonable in the circumstances when the postponements of debt for a period of two years will facilitate the reduction in current liabilities such that the company will be in a positive working capital position following the insider postponement of debt.
About Big Tree Carbon Inc.
Big Tree is an indigenous-led publicly traded mineral resource company based in Ontario, Canada.
We seek Safe Harbor.
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