Impact Development Announces Approval of Loan, Engagement of Market Maker, and Issuance of Restricted Share Units

Toronto, Ontario--(Newsfile Corp. - February 8, 2024) - Impact Development Group Inc. (TSXV: IMPT) ("IDG" or the "Company"), a leading Panamanian developer of affordable housing solutions, is pleased to announce that, further to its press release of December 29, 2023, the TSX Venture Exchange ("TSX-V") has approved issuance of secured debentures for proceeds up to USD$4,500,000 (the "Financing") and the Company has issued the secured debenture to an arm's length lender in connection with the Financing.

Pursuant to the terms of the Financing, funds advanced as a loan to the Company shall bear interest at a rate of 12% per annum, payable quarterly, with a scheduled maturity date of November 30, 2025. Interest payments shall be deferred and accrued with the first interest payment occurring on January 31, 2025. Funds representing the loan pursuant to the Financing shall be advanced each month (each a "Tranche"), with the final Tranche to be advanced on or before July 31, 2024.

In connection with the Financing, the Company shall issue warrants exercisable for the purchase of common shares of the Company upon receipt of each Tranche (the "Warrants"). The amount of Warrants issued by the Company in connection with each Tranche will be equal to the Canadian dollar value of the Tranche divided by the closing price of the Company's common shares on the funding date of each Tranche. The Warrants shall have an exercise price equal to a 10% premium to the 10-day volume weighted average trading price of IDG's common shares on the TSX-V on the 10 trading days prior to the funding date of each Tranche. The Warrants shall be exercisable for a period of three years from the date of issue, subject to accelerated expiry in accordance with the policies of the TSX-V.

Market Maker

The Company is pleased announce that it has retained Integral Wealth Securities Limited ("Integral") to provide market-making services in accordance with TSX-V policies. Integral will trade common shares of the Company on the TSX Venture to maintain an orderly market, improve the liquidity of the Company's common shares and provide the Company with market intelligence.

Under the terms of its agreement, Integral will receive a $7,500/month cash fee for minimum period of three (3) months. After the three (3) months, the agreement with Integral may be terminated by the Company at any time upon 30 days' written notice.

The Company and Integral are unrelated entities. Integral has no present, direct or indirect interest in the Company or its securities. There are no performance factors in the agreement, and Integral will not receive shares or options as compensation. Integral is a member of the Canadian Investment Regulatory Organization ("CIRO"). Integral is a member firm of the Toronto Stock Exchange, TSX-V, TSX Alpha Exchange and others, giving it access to all trading platforms across Canada.

About Integral Wealth Securities Limited

Integral Wealth Securities Limited is a full-service securities dealer engaged in wealth management, market making and investment banking with offices in Toronto, Ottawa, Calgary, Vancouver, Kitchener-Waterloo, Burlington, Sidney and Nanaimo.

Issue of Restricted Share Units

The Company further announces today that it has issued a total of 116,568 restricted share units of the Company ("RSUs") to directors and consultants of the Company pursuant to the omnibus equity incentive plan of the Company dated June 21, 2023. Each RSU is exercisable into one common share of the Company. The RSUs will vest in varying amounts over a two year period from the date of issuance.

About Impact Development Group

Impact Development Group is a Panamanian based real estate developer that provides affordable housing solutions to Panama's growing middle-class supported by a longstanding subsidized government program. The vision of IHC Panama is effectuated by a vertically integrated model which coordinates all services necessary to develop high-quality residential and commercial buildings, including land acquisition, financing, architectural, engineering, off-site manufacturing, general contracting, property management, and administration.

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. 

For further information, please contact:

Tom Wenz, Chief Executive Officer and Director
Phone: +1 (702) 329-8038
Email: investors@ihcpanama.com 

Forward-Looking Information

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements, including statements with respect to trading in the common shares of the Company.

Such statements and information reflect the current view of the Company. Risks and uncertainties exist that may cause actual results to differ materially from those indicated or implied in the forward-looking statements and information. Such factors include, among others: the limited business history of IHC; reliance on key management; risks related to IHC's growth strategy, including that previous and future acquisitions do not meet expectations or potential acquisitions cannot be completed; dependence on and availability of third party financing; the business of IHC is subject to broader economic factors; disruptions or changes in the credit or security markets; financial results of IHC's operations; unanticipated costs and expenses; and general market and industry conditions.

The forward-looking statements, while considered reasonable by the Company, are inherently based upon assumptions that are subject to significant risks and uncertainties, including, but not limited to, that the Company will be able to carry out its business plan as contemplated. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct.

The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

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