SHERWOOD PARK, AB, Oct. 8, 2026 /CNW/ -- (TSXV: VTX) -- Vertex Resource Group Ltd. ("Vertex" or the "Corporation") announces its intention to enter into a subordinated credit arrangement with Factory Capital Lending Corp. (the "Lender"), as lead lender for a syndicate of participating lenders, pursuant to which the syndicate will loan up to C$7,000,000 to the Corporation (the "Loan").

The Corporation entered into a capital raising engagement letter with the Lender in respect of the Loan, which is expected to bear interest at 15% per annum, consisting of 9% per annum payable quarterly in arrears in cash and 6% per annum, compounded quarterly and capitalized to principal, repaid in full at maturity of the Loan. The Loan is expected to be secured by a demand debenture, postponed and subordinated to the Corporation's existing secured creditors and indebtedness. The Loan will be guaranteed by certain wholly owned subsidiaries of the Corporation. Proceeds of the Loan are expected to be used for working capital purposes and general liquidity. Completion of the Loan remains subject to the negotiation and execution of definitive documentation and acceptance of the TSX Venture Exchange (the "TSXV").

In connection with the Loan, and subject to acceptance by the TSXV, the Corporation would issue 4,863,636 non-transferable common share purchase warrants (the "Bonus Warrants") to the participating lenders, pro rata to their respective portions of the Loan, as a loan bonus. Each Bonus Warrant would entitle the holder to acquire one common share of the Corporation at an exercise price of $0.18. The Bonus Warrants would expire on March 7, 2029, being the Loan maturity date.

Vertex engaged Factory Capital Management Corp. or an affiliate thereof (the "Financial Advisor") to act as its exclusive financial advisor and arranger for the proposed financing. As compensation for the advisory, structuring and arranging services, and subject to acceptance by the TSXV, the Corporation would issue 3,636,364 non-transferable common share purchase warrants (the "Compensation Warrants") to the Financial Advisor. Each Compensation Warrant would entitle the holder to acquire one common share of the Corporation at an exercise price of $0.18 per common share. The Compensation Warrants will be exercisable for a period of five years from the date of issuance.

As of the date hereof, neither the Financial Advisor, the Lender nor, to the Corporation's knowledge, any participating lender is an insider of Vertex.

About Vertex Resource Group Ltd.

Since 1962, Vertex has been a leading North American provider of environmental services. Headquartered in Sherwood Park, Alberta, Vertex employs a staff of approximately 1,000 employees and lease operators that provide services to help clients achieve their developmental and operational goals. From initial site selection, consultation and regulatory approval, through construction, operation and maintenance, to conclusion and environmental cleanup, Vertex provides a wide array of services to customers operating in industries such as energy, mining, utilities, private development, public infrastructure, construction, telecommunications, forestry, agriculture and government.

Vertex principally operates in Canada with select locations in the United States

Reader Advisory

This news release contains forward-looking statements within the meaning of applicable securities legislation, including statements regarding the proposed Loan, the issuance of the Bonus Warrants and the Compensation Warrants, the anticipated use of proceeds, the Corporation's ability to service the Loan from operating cash flow, the expected sources of funding for the Loan, completion of the Loan and issuance of the Bonus Warrants and the Compensation Warrants, and the receipt of Exchange acceptance. In certain cases, forward-looking statements can be identified by the use of words such as "may", "will", "could", "would", "intend", "expect", "plan", "anticipate", "believe", "estimate", "propose" and similar expressions. Forward-looking statements are based on assumptions and are subject to inherent risks and uncertainties, and actual events or results may differ materially from those contemplated by such statements. There can be no assurance that the Loan will be completed on the terms described herein, or at all, that the Bonus Warrants and the Compensation Warrants will be issued, that the Exchange will accept the Loan or the issuance of the Bonus Warrants or the Compensation Warrants, that the Corporation will be able to service the Loan from operating cash flow, or that the anticipated benefits of the Loan will be realized.

Forward-looking statements are based on assumptions and are subject to inherent risks and uncertainties, and actual events or results may differ materially from those contemplated by such statements.

The forward-looking statements contained in this Press Release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws.

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.

SOURCE Vertex Resource Group Ltd.

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