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Plank Ventures Ltd. — Capital/Financing Update 2025
Jul 7, 2025
47753_rns_2025-07-07_b521405a-5925-446a-b072-8b4ec4728bb5.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Plank Ventures Ltd. (the “Company” or “Plank”)
Suite 204-1080 Mainland Street, Vancouver, BC V6B 2T4
Item 2. Date of Material Change
June 30, 2025
Item 3. News Release
A news release announcing the material change was disseminated over The Newswire’s distribution network on June 30, 2025 and copies were filed on the Company’s profile at (www.sedar.com).
Item 4. Summary of Material Change
In its news release dated June 30th, 2025, Plank announced that it plans to extend the maturity of existing loans the Company has with Lanebury Growth Capital Ltd. (“Lanebury”), Cascadia Junk Removals Inc., Phoenix Ventures Inc. (“Phoenix”) and Code Consulting Limited.
Item 5. 5.1 - Full Description of Material Change
On June 30th, 2025, Plank announced that it plans to extend the maturity of existing loans the Company has with Lanebury Growth Capital Ltd. (“Lanebury”), Cascadia Junk Removals Inc., Phoenix Ventures Inc. (“Phoenix”) and Code Consulting Limited.
The Company has entered into agreement with Lanebury Growth Capital Ltd. that on June 30th, 2025, they will extend a loan which was due to mature on June 30th, 2025 to mature on December 31st, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on September 30th, 2023 for the original principal amount of $4,308,251 CAD.
The Company has also entered into agreement with Cascadia Junk Removals Inc., US C-Corp, that on June 30th, 2025, they will extend a loan which was due to mature on June 30th, 2025 to mature on December 31st, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on August 30th, 2018 for the original principal amount of $300,000 USD.
The Company has also entered into agreement with Phoenix Ventures Inc. that on June 30th, 2025, they will extend a loan which was due to mature on June 30th, 2025 to mature on December 31st, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on December 31st, 2024 for the original principal amount of $412,602 CAD.
The Company has also entered into agreement with Phoenix Ventures Inc. that on June 30th, 2025, they will extend a loan which was due to mature on June 30th, 2025 to mature on December 31st, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on January 14th, 2025 for the original principal amount of $50,000 CAD.
The Company has also entered into agreement with Code Consulting Limited that on June 30th, 2025, they will extend a loan which was due to mature on June 30th, 2025 to mature on December 31st, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on December 31st, 2024 for the original principal amount of $765,135 CAD.
The Company has also entered into agreement with Code Consulting Limited that on June 30th, 2025, they will extend a loan which was due to mature on June 30th, 2025 to mature on December 31st, 2025. The interest rate of the loan shall remain at 12% annual. The loan was entered into on January 10th, 2025 for the original principal amount of $225,000 CAD.
The Loan from Lanebury Growth Capital Ltd and the Loan from Cascadia Junk Removals Inc are related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Mr. Laurie Baggio is the beneficial owner of Cascadia Junk Removals Inc, a director of Plank and a control person of Cascadia and Plank, and, as such, Mr. Baggio has abstained from voting with respect to the Loan from Cascadia to Plank. Mr. Lance Tracey is a control person of both Plank and Lanebury Growth Capital Ltd.
Plank relied on the exemption from the valuation requirement pursuant to section 5.5(b)(Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.
Company's CEO Laurie Baggio is the owner of Phoenix. He abstained from voting on the extensions of the repayment terms of these two loans. The extensions of the repayment terms of these two loans are related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Plank relied on the exemption from the valuation requirement pursuant to section 5.5(b)(Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.
The above extension of the repayment terms of the two loans from Code Consulting Limited are related party transactions pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") because Mr. Lance Tracey is the beneficial owner of Code, and a control shareholder of Plank. Plank relied on the exemption from the valuation requirement pursuant to section 5.5(b)(Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder
approval requirement prescribed by section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101.
There is no undisclosed material information by Plank and Plank has at least one independent director, and the independent directors have approved the Loans from Phoenix, the Loans from Code, the Loan from Cascadia and the Loan from Lanebury.
The loans from Phoenix, Code, Cascadia and Lanebury will be used for general working capital purposes of the Company.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
The undersigned is aware of no information of a material nature that has been omitted.
Item 8. Executive Officer
Mr. Laurie Baggio, Chief Executive Officer of the issuer, is knowledgeable about the material change and this report. He can be contacted at (778) 300-7565.
Item 9. Date of Report
Dated July 7th, 2025 at Vancouver, British Columbia