Mr. Shawn Wilson reports

BUILDDIRECT ANNOUNCES CLOSING OF TILE OUTLET OF AMERICA ACQUISITION AND PROVIDES PRELIMINARY UNAUDITED RESULTS FOR FIRST QUARTER OF 2026

Builddirect.com Technologies Inc. has completed the acquisition of substantially all of the operating assets of Tile Outlet of America (TOA), a Florida-based specialty tile retailer. The acquisition expands Builddirect.com's retail, distribution and e-commerce presence across the southeastern United States, and represents another step in the company's strategy of building a scaled North American omnichannel flooring and building products platform.

TOA operates three retail showrooms in Tampa, Sarasota and Fort Myers along Florida's west coast, serving homeowners, contractors and design professionals throughout the southeastern U.S. Builddirect.com expects the acquisition to strengthen its regional density, improve operating leverage and enhance customer acquisition opportunities across its pro, retailer and homeowner programs.

Total estimated net purchase consideration is approximately $3.7-million (U.S.), consisting primarily of acquired inventory and fixed assets, net of assumed liabilities and certain postclosing adjustments. The transaction includes a customary 5-per-cent holdback, with final purchase consideration remaining subject to customary postclosing working capital adjustments. TOA generated unaudited annual sales of approximately $19.5-million (U.S.) for the year ended Dec. 31, 2025. The acquisition was structured as a cash-free, debt-free asset purchase and will be financed by the company using cash on hand.

The acquisition is expected to be accretive to adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) and strengthen Builddirect.com's overall business. In addition, management has identified significant cost synergies to be implemented, including corporate and back-office consolidation, real estate optimization, supply chain efficiencies and integration into Builddirect.com's technology platform. Consistent with the company's broader operating model, management believes TOA has the potential to progress toward the company's long-term targeted annualized adjusted EBITDA operating profile of approximately 10 per cent to 15 per cent as integration activities are completed and synergies are realized.

"Closing the TOA acquisition marks another important step in Builddirect's long-term growth strategy," said Shawn Wilson, chief executive officer of Builddirect.com. "TOA adds a strong regional brand, an experienced operating team, a meaningful expansion into the tile category and greater market density in Florida, one of the most attractive flooring markets in the United States. We see a clear path to integration, operational efficiencies and long-term EBITDA growth as we continue scaling our omnichannel platform."

Based on management's assessment, the current housing and renovation environment is creating attractive consolidation opportunities across the fragmented North American flooring market, as many regional operators continue to face macroeconomic pressures and limited scale advantages. Builddirect.com intends to leverage its operational infrastructure, sourcing network, digital marketing capabilities and integration expertise to pursue disciplined, accretive acquisitions that enhance scale, increase market density and support long-term EBITDA growth.

Preliminary unaudited first quarter 2026 financial highlights

Builddirect.com is also providing the following preliminary unaudited financial information for the three months ended March 31, 2026:

• Total revenue is expected to be in the range of $14.3-million (U.S.) to $14.8-million (U.S.).
• Adjusted EBITDA is expected to be in the range of negative $300,000 (U.S.) to negative $370,000 (U.S.).
• Cash and cash equivalents at March 31, 2026, are expected to be approximately $7.2-million (U.S.).

First quarter results reflected continued softness across the broader home improvement sector, including elevated interest rates and lower existing home turnover, partially offset by contributions from acquisitions completed during the prior 12 months. The figures presented above are preliminary, unaudited, and subject to completion of the company's quarterly close and review procedures. Builddirect.com expects to release complete first quarter 2026 results during the last week of May.

About Tile Outlet of America

Tile Outlet of America is a specialty tile and stone retailer serving homeowners, designers, and contractors in Florida and the broader Southeastern United States. TOA is known for its curated assortment, in-stock inventory, and design-forward customer experience.

About Builddirect.com Technologies Inc.

Builddirect.com is an expanding omnichannel flooring materials retailer, specializing in pro centres, strategic distribution hubs designed to serve professional contractors and trades. The company is actively scaling its footprint through a combination of organic growth and strategic acquisitions, driving efficiency and market expansion.

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