Vancouver, British Columbia--(Newsfile Corp. - August 1, 2025) - BuildDirect.com Technologies Inc. (TSXV: BILD) ("BuildDirect" or the "Company"), a leading omnichannel building material retailer, is pleased to confirm the successful closing of its non-brokered private placement previously announced on July 18, 2025 (the "Private Placement"). All references to dollars herein are in Canadian dollars ($) unless otherwise specified.
The Company issued 6,087,173 common shares (each, a "Common Share") at a price of $1.15 per Common Share, raising gross proceeds of $7,000,250. The net proceeds will be used to support BuildDirect's growth strategy and for general working capital purposes. No bonus, finder's fee, commission, agent's option or other compensation is payable in connection with the Private Placement. All shares are subject to a four-month hold period ending December 2, 2025, under applicable securities laws.
"This financing marks a key step in our growth," said Shawn Wilson, CEO of BuildDirect. "This investment round was led by Sun Mountain Partners, co-founded by Christian Solberg and William Thorndike, and also by IFCM Microcap Fund LP, founded by Ian Cassel. As William Thorndike writes in The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success, 'This single-minded cash focus… led to a laser-like focus on a few select variables.' That mindset reflects how we intend to build - with focus, discipline, and long-term value creation for all stakeholders of BuildDirect."
The Company's three largest shareholders, Pelecanus Investments Ltd. ("Pelecanus"), Lyra Growth Partners Inc. ("Lyra") and Beedie Investments Ltd. ("Beedie"), participated in the Private Placement and purchased 855,625, 328,858 and 303,561 Common Shares, respectively. In addition, Eyal Ofir, a Director of the Company, purchased 25,000 Common Shares and Shawn Wilson, the CEO of the Company, purchased 8,695 Common Shares. The percentage of issued and outstanding common shares of the Company owned or controlled by Pelecanus, Lyra, Beedie, Eyal Ofir and Shawn Wilson upon closing of the Private Placement is 38.9%, 15.0%, 13.8%, 0.3% and 3.6%, respectively. Participation by these parties in the Private Placement constitutes 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 August 1, 2025, being the closing date.
None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About BuildDirect:
BuildDirect (TSXV: BILD) is an expanding omnichannel building materials retailer, specializing in Pro Centers-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. For more information, visit www.BuildDirect.com.
Forward-Looking Information:
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable 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 at the date hereof.
Forward-looking statements in this press release included, without limitation, statements regarding the expected use of proceeds of the Private Placement, and the Company's growth plans. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Among those factors are 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 press 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 press release, and BuildDirect assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
For further information:
Shawn Wilson, CEO
shawnwilson@builddirect.com
BuildDirect Investor Relations
ir@builddirect.com
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SOURCE: BuildDirect.com Technologies, Inc.
