Ms. Carly Burk reports

SBD CAPITAL CORP. ANNOUNCES CLOSING OF DEBT SETTLEMENT

Further to its press release of Aug. 21, 2024, SBD Capital Corp. has settled an aggregate of $158,324.92 of indebtedness to certain creditors of the company through the issuance of 3,166,498 common shares in the capital of the company at a price of five cents per common share. The common shares issued pursuant to the debt settlement are subject to a four-month hold period.

The debt settlement is considered a related-party transactions as defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions), as an insider of the company received 788,227 common shares. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the company is in financial difficulty and the transaction is designed to improve the financial position of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the debt settlement, which the company deems reasonable.

The debt settlement was approved by the members of the board of directors of the company who are independent for the purposes of the debt settlement, being all directors other than Chris Irwin. No special committee was established in connection with the debt settlement and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

We seek Safe Harbor.