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Pool Safe Inc. — Capital/Financing Update 2025
Jun 5, 2025
46502_rns_2025-06-05_05704897-9843-467f-b0ba-e2d77cc83443.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
Pool Safe Inc. (the "Company")
906 Magnetic Drive
North York, Ontario, M3J 2C4
Item 2: Date of Material Change
June 2, 2025
Item 3: News Release
A news release was issued by the Company via Newsfile Corp. and filed on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
Item 4: Summary of Material Change
On June 2, 2025, the Company announced an amendment to its line of credit and the issuance of bonus warrants.
Item 5.1: Full Description of Material Change
On June 2, 2025, the Company announced that it entered into an amending agreement with Intrexa Ltd. (the "Lender") to further amend the parties' existing credit agreement (the "Credit Agreement") (the "Amendment"). The Credit Agreement was originally entered into on April 2, 2019, and was subsequently amended on December 17, 2020, May 13, 2022, June 17, 2022, and November 30, 2022.
The line of credit (the "Credit Facility") will be maintained at $3.5 million. However, the interest rate will increase from 8% to 10% per annum, reflecting the original rate under the Credit Agreement. This increase is being made in conjunction with favourable principal repayment terms. In addition, the term of the Credit Facility will be extended, with the maturity date moved to May 31, 2028.
In connection with the Amendment, the Company will issue 3,000,000 non-transferrable bonus warrants (the "Bonus Warrants") to the Lender (the "Issuance"), as the previously issued 3,000,000 bonus warrants are set to expire on May 31, 2025. The Issuance is being made in accordance with Policy 5.1 of TSX Venture Exchange (the "Exchange"). Each Bonus Warrant will entitle the holder to acquire one common share of the Company at an exercise price equal to the greater of (i)$0.05; and (ii) the Market Price (as defined in the policies of the Exchange) on the date of Issuance. As the Bonus Warrants were issued on June 2, 2025, the exercise price of the Bonus Warrants is $0.05.
The Amendment and the Issuance remain subject to the receipt of all necessary regulatory approvals, including the approval of the Exchange, the Company has received the final approval from the Exchange on June 3, 2025.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item 7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
Steven Glaser
COO, CFO, and Director
Phone: (416) 630-2444
Email: [email protected]
Item 9: Date of Report
June 5, 2025.