Westphalia Dev. Corp. Announces Court Approval of Extension to Stay Period and Interim Financing

CALGARY, Alberta — Westphalia Dev. Corp. (the “Corporation”) announces that it has obtained an amended and restated initial order (the “Amended and Restated Initial Order”) from the Court of King’s Bench of Alberta (the “Court”) as part of the Corporation’s proceedings under the Companies’ Creditors Arrangement Act (“CCAA”). The Amended and Restated Initial Order, among other things, extends the stay of proceedings previously granted by the Court on January 14, 2025 up to and including March 31, 2025 and authorizes the Corporation to obtain interim finaning from Walton Global Investments Ltd. (“Walton Global” or the “Manager”).

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Walton Global has agreed to provide the Corporation with an interim financing credit facility (the “Interim Facility”) of up to $750,000 during the period up to and including April 30, 2025. The initial advance under the Interim Facility is expected to be made shortly and is subject to certain conditions, including obtaining the Amended and Restated Initial Order in order to obtain the approval from the Court of an interim financing charge on terms satisfactory to Walton Global, and that it be funded in accordance with cash flow projections from the Monitor. The Interim Facility is secured by a priority charge on all of the property of the Corporation, and interest will accrue on the outstanding principal amount at a rate equal to Royal Bank of Canada’s prime rate plus 4% per annum.

The Interim Facility will provide the Corporation with additional funding to address its near term liquidity issues, and the extension of the stay period will provide an opportunity for the Corporation to conduct a creditor claims process and to consider and pursue potential strategic options. The Corporation intends to work toward developing a plan of compromise or arrangement under the CCAA (the “Plan”) to be voted on by its creditors. The Plan is also intended to ensure the Corporation’s funding commitment to ensure completion of its U.S. subsidiary’s development of the “Westphalia” property.

FTI Consulting Canada Inc. is the Court-appointed Monitor in the Corporation’s CCAA proceedings. During the CCAA proceedings, management of the Corporation will remain responsible for managing day-to-day operations under the general oversight of the Monitor. Copies of any filed Court materials and updates will be available on the Monitor’s website:

https://cfcanada.fticonsulting.com/westphaliadevcorp

Overview of the Corporation

The Corporation is the shareholder of the largest co-owner of the Westphalia Town Center in Prince George’s County, Maryland. The property includes residential, commercial and industrial land uses.

The Property Master Plan is designed as a pedestrian-oriented, mixed-use community. Westphalia Town Center includes family-friendly neighborhoods, and in the near future community shopping, restaurants, and potentially an elementary school, a veteran’s hospital, and a hotel.

About Walton Global

Walton Global is a privately-owned, leading land asset management and global real estate investment company with more than 88,000 acres of land under ownership, management and administration in the United States and Canada, totaling $4.5 billion. With more than 45 years of experience, Walton Global has a proven track record of land investment projects within the path of growth in the fastest-growing metropolitan areas. A total of ~$2.7 billion has been distributed to investors located in 87 countries. The company works closely with top U.S. home builders, developers and industry partners. Business lines include exit-focused pre-development land investments, builder land financing, development projects, DST offerings, and various fund structures. For more information, visit walton.com.

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All amounts in the news release are stated in Canadian dollars unless otherwise specified.

This news release contains forward looking information, and actual future results may differ from what is disclosed in this news release. The use of any of the words “expect”, “intend”, “will” and similar expressions are intended to identify forward-looking statements. More particularly but without limitation, this news release contains forward-looking statements concerning: expectations regarding the Interim Facility and funding under same; the outcomes and opportunities associated with the Interim Facility and the stay of proceedings; and the Corporation’s intended actions during the CCAA proceedings, including the terms of the Plan and the effects thereof.

Forward-looking information is based on the current expectations, estimates and projections of the Corporation at the time the statements are made. They involve a number of known and unknown risks and uncertainties which would cause actual results or events to differ materially from those presently anticipated. The risks, uncertainties and other factors that could cause the Corporation’s actual results and performance in future periods to differ materially from the forward looking information contained in this news release include, among other things, the outcome of the CCAA process, including receipt of Court approvals and approvals of the Corporation’s creditors of a plan of arrangement and compromise, the ability of the Manager to successfully manage the project under the oversight of the Monitor, the development of Westphalia Town Center, general economic and market factors, including interest rates, a decline in the real estate market, changes in government policies and regulations or in tax laws, changes in municipal planning strategies and whether certain development approvals are obtained and changes in the Canadian/U.S. dollar exchange rate, in addition to those factors discussed or referenced in documents filed with Canadian securities regulatory authorities and available online at www.sedarplus.ca.

The forward-looking statements or information contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.