Beedie Investments Limited Early Warning Press Release Regarding Builddirect.com Technologies Inc.

Burnaby, British Columbia–(Newsfile Corp. – August 19, 2021) – In connection with the completion by BuildDirect.com Technologies Inc. (formerly, VLCTY Capital Inc.) (the “Company“) of its “Qualifying Transaction” (as defined under Policy 2.4 of the TSX Venture Exchange) by way of a three-cornered amalgamation involving the Company, BuildDirect.com Technologies Inc. (“BuildDirect PrivateCo“) and a wholly-owned subsidiary of the Company (the “Qualifying Transaction“) and a concurrent private placement offering of subscription receipts of BuildDirect PrivateCo. (the “Private Placement“, and together with the Qualifying Transaction, the “Transactions“) announced on August 16, 2021, Beedie Investments Limited (“Beedie“) acquired beneficial ownership over an aggregate of 2,922,243 common shares of the Company (the “Common Shares“) and 515,855 common share purchase warrants of the Company (the “Warrants“).

In connection with the completion of the Transactions:

1. Beedie converted 2,465,605 Class AA preferred shares of BuildDirect PrivateCo (the “BuildDirect PrivateCo Preferred Shares“) into an aggregate of 2,465,605 Common Shares pursuant to the Qualifying Transaction. Prior to the completion of the Qualifying Transaction, Beedie held an aggregate of 13,297,006 BuildDirect PrivateCo Preferred Shares, which were consolidated on the basis of one post-consolidation BuildDirect PrivateCo Preferred Share for each 5.393 issued and outstanding pre-consolidation BuildDirect PrivateCo Preferred Shares;

2. Beedie exchanged 59,217 common share purchase warrants of BuildDirect PrivateCo (the “BuildDirect PrivateCo Warrants“) for 59,217 common share purchase warrants of the Company (the “Warrants“) pursuant to the Qualifying Transaction. Each of the aforementioned Warrants entitles the holder thereof to acquire one additional Common Share at an exercise price of US$4.23 per Common Share at any time prior to December 31, 2030;

3. Beedie converted the principal and accrued interest owing under certain convertible notes in BuildDirect PrivateCo into an aggregate of 282,638 common shares of BuildDirect PrivateCo (the “BuildDirect PrivateCo Shares“) and 282,638 BuildDirect PrivateCo Warrants pursuant to the Qualifying Transaction. Each BuildDirect PrivateCo Share was then immediately exchanged for one Common Share and each BuildDirect PrivateCo Warrant was then immediately exchanged for one Warrant. Each of the aforementioned Warrants entitles the holder thereof to acquire one additional Common Share at an exercise price of $6.90 per Common Share at any time prior to the date that is twenty-four (24) months from the closing date of the Qualifying Transaction; and

4. Beedie acquired 174,000 subscription receipts of BuildDirect PrivateCo (the “Subscription Receipts“) pursuant to the Private Placement. Immediately prior to the closing of the Qualifying Transaction, each Subscription Receipt was automatically converted into one BuildDirect PrivateCo Share and one BuildDirect PrivateCo Warrant. Each BuildDirect PrivateCo Share was then immediately exchanged for one Common Share and each BuildDirect PrivateCo Warrant was then immediately exchanged for one Warrant. Each of the aforementioned Warrants entitles the holder thereof to acquire one additional Common Share at an exercise price of $6.90 per Common Share at any time prior to the date that is twenty-four (24) months from the closing date of the Qualifying Transaction.

The Transactions are more particularly described in the Company’s press releases dated March 19, 2021, May 6, 2021, August 6, 2021 and August 16, 2021.

Immediately prior to the Transactions, Beedie did not, directly or indirectly, own any securities in the Company. Immediately after the completion of the Tranactions, Beedie beneficially owns 2,922,243 Common Shares and 515,855 Warrants. Assuming the exercise in full of the Warrants, Beedie, directly or indirectly, would beneficially own or control a total of 3,438,098 Common Shares, representing approximately 11.4% of the issued and outstanding Common Shares on a partially diluted basis.

All of the securities held by Beedie in the Company, including the Common Shares and the Warrants, are being held for investment purposes. Beedie may in the future take such actions in respect of its Company securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional Common Shares through open market purchases or privately negotiated transactions, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to hold its current positions.

A copy of the early warning report relating to the Transactions will be available under the Company’s profile on SEDAR at www.sedar.com, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie’s head office is located at 3030 Gilmore Diversion Burnaby, British Columbia, V5G 3B4.

Neither 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 news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93831