Star Metro - Findev Inc. Issues Corrective Disclosure

As part of the OSC review, staff identified that the Corporation's interim financial statements and related management's discussion and analysis for the first three quarters of fiscal 2025 (Q1, Q2 and Q3) (collectively, the "FY25 Interim Filings") did not include certain information related to the Corporation's Victoria loan, as described below. In particular, the FY25 Interim Filings did not disclose the recognition of a loan modification loss in Q1 2025 and the subsequent amortization of that loss in Q2 and Q3 2025, and did not provide certain disclosures regarding the increased credit risk and risk of loss associated with additional senior-ranking debt at the Victoria project. While this loan modification loss was non-cash and, because it was amortized within the same fiscal year, it did not have a net impact on the Corporation's annual results, it did have a significant impact on the Corporation's interim results for the affected quarters. The Corporation has included corrective disclosure on these matters in the Annual Filings.

1. A loan modification loss was recognized on the renewal of the Victoria loan in the amount of $1,594,190.

2. The amortization of the loan modification loss in the amount of $1,594,190 was also recorded.

3. The Corporation's approval of increased borrowing by the Victoria project, which ranked ahead of the Corporation, increased the Corporation's credit risk and risk of loss on the Victoria loan.

The Corporation has provided corrective disclosure in the Annual Filings to address the matters described above. The Corporation is also enhancing its disclosure controls and procedures, including its processes for preparing and reviewing interim financial reporting and related MD&A, with a view to improving the completeness and timeliness of its continuous disclosure.

As at December 31, 2025, the Corporation's loan and investment portfolio comprised of two loans.

1. Plazacorp: A loan of $10,640,000 at 10%, with interest payable quarterly, and secured via the profit on a construction project located at 5858 Yonge Street in Toronto, in addition to a General Security Agreement. The security on this project does not currently there I sno Expected Credit Loss.

2. Victoria: A $16,823,685 mortgage at an interest rate of 20%, capitalized, on a construction project that is located on Victoria Ave in Toronto, on which the Corporation recorded an Expected Credit Loss of $8,254,000, for a book value of $8,569,685 versus a cash advance of $5,650,000.

The Corporation loaned the borrower $5,620,000, with an interest rate of 15% initially, which was increased to 20% in September 2020 and the loan was regularly extended upon maturity at identical terms. In March 2025, the Corporation extended the loan to December 31, 2025, at an interest rate of prime plus 1.75% versus the 20% prior to the renewal. The amendment represented a significant modification, which resulted in recognition of a loan modification loss of $1,594,190 during the period ending March 31, 2025. The Corporation's FY25Q1 continuous financial disclosure information did not have any mention of this loan modification loss.

In accordance with IFRS, the loan modification loss was calculated based on the present value of the total principal and interest at maturity at the original effective interest rate of 20%, compared to the carrying value of the loan at the date of modification.

Also, in accordance with IFRS, the Corporation would have amortized this loan modification loss on its Statement of Operations, as presented below. The Corporation's FY25Q2 and FY25Q3 continuous financial disclosure information did not have any mention of this loan modification loss or the amortization of the loan modification loss.

The Corporation has provided this updated information within its Annual Audited Financial Statements and its Annual MD&A. Below is the impact on the Corporation's Net income (loss) and Statement of Cash Flows, had it been provided.

As this loan modification loss is a non-cash item, and the amortization of this loan modification loss back into income falls within the same fiscal year, there is no net impact on the annual financial statement; however, there is a significant non-cash impact on the interim financial statements of the Corporation, as discussed below.

The following table shows the impact on Cash Flow from Operations resulting from the loan modification loss discussed above. While there is no impact on the Cash Flow from Operations, the impact on the Statement of Operations clearly demonstrates the significance of recognizing the loan modification loss.

As mentioned above, the Corporation authorized the developer of the Victoria project to borrow an additional $15.8 million that would rank ahead of the Corporation, when it was anticipated that the project would generate $97.7 million. While the additional funding brought the debt senior to Findev to $81.5 million, and increased its credit risk, the Corporation agreed to authorize the additional funds for the following reasons:

• To complete the construction of the project and bring the units to a state where closing on units sold could occur.

• Without access to this funding, the project risked not reaching completion, which could have impaired the ability to realize value from presold units.

• Allowing the additional financing was intended to preserve and maximize overall recovery by enabling unit closings.

• This resulted in increased subordination of the Corporation's position and contributed to the elevated credit risk and expected credit loss recognized.

• At the time, management and the Corporation believed that completion of the project and closing of units represented the most viable path to preserving value.

Upon completing the construction of the project, 82 units were closed, 76 in 2025 and 6 in 2026. As of December 31, 2025, there were only 59 units that were not closed or under contract; however, 6 units that were under contract never closed, bringing the total number of units unsold to 65, with an estimated value of $62.3 million, with a total of $45.2 million of debts ranking ahead of the Corporation, and which has a receivable of $16.8 million.

About Findev

Findev is a publicly traded real estate finance company focused on financing real estate developers with shorter-term loans for one to five years during the development or redevelopment process. Loans are secured by investment properties and real estate developments throughout the Greater Toronto Area. Findev's unique market advantages include its expertise in real estate development and access to its real estate development partners. As a result, Findev is uniquely suited to assist developers engaged in challenging projects. For further information, please visit Findev's website at www.findev.ca.

On behalf of the Company,

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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Forward-Looking Statements

Certain statements in this document may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use words like "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Corporation's most recently filed Annual Report, which is available on SEDAR+ at www.sedarplus.com

Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.

SOURCE: Findev Inc.

View the original press release on ACCESS Newswire

Y.X. Gagnon--SMC