Winchester Equity Corporation Announces Complete Repayment of USD 2 Million Secured Convertible Promissory Note from Selma House LLC

Loan Agreement Details and Full Repayment Confirmation

Winchester Equity Corporation announced through Newsfile Corp. that the secured convertible promissory note extended to Selma House LLC has been fully repaid. The USD 2 million principal plus all accrued interest at the fixed 10% annual rate have been settled in full. This confirms the successful completion of the credit facility without any reported complications or early repayment penalties.

The loan was structured as a secured convertible promissory note, combining debt features with conversion rights. The maturity date was set for October 2, 2026. The announcement does not clarify if repayment occurred prior to or on the maturity date, nor does it specify the exact timing relative to the July 27, 2026 announcement.

Selma House LLC and Investment Profile

Selma House LLC is identified as an independent entity engaged in real estate investment and private credit activities. It operates at arm's length from Winchester Equity Corporation, with no overlapping ownership or management, thus exempting the transaction from related-party considerations under TSXV rules. This ensures the loan was negotiated under arm's length terms without preferential treatment.

The disclosure confirms no direct or indirect interests or insider relationships exist between Winchester Equity Corporation’s non-arm’s length parties and Selma House LLC. This regulatory assurance provides investor confidence that the transaction was conducted fairly. Selma House LLC’s focus on competitive lending and real estate markets is distinct from Winchester’s core operations.

TSXV Regulatory Classification and Compliance

Winchester Equity Corporation’s disclosure confirms the promissory note transaction qualifies as an arm's length deal under TSXV Policy 1.1. This classification excludes it from related-party or insider transaction requirements such as pre-approval or shareholder ratification. The company explicitly certifies no non-arm's length relationships exist with Selma House LLC.

The original loan was publicly disclosed in the October 3, 2025 press release, fulfilling TSXV continuous disclosure obligations. This recent announcement provides a material update confirming the loan’s full repayment without restructuring or issues.

Interest Income and Financial Outcomes

Winchester Equity Corporation earned interest income on the USD 2 million note at a fixed 10% annual rate. While the full accrued interest was repaid alongside principal, the company did not disclose the exact interest amount or total cash received. This interest income reflects returns from the company’s lending activities during the loan term.

The 10% rate aligns with market conditions for secured private credit at the loan’s origination. Without precise repayment timing, exact interest earned cannot be calculated, but full repayment indicates no defaults or restructuring occurred. The absence of any reported payment disputes suggests a smooth repayment process.

Repayment Timing and Market Context

The repayment announcement on July 27, 2026, occurred over two months before the October 2, 2026 maturity date. This timing implies Winchester Equity Corporation may have received early repayment or advance notification. The release does not specify whether repayment was ahead of schedule or if announcement timing was independent of payment date.

The early disclosure likely fulfills TSXV continuous disclosure requirements to promptly inform the market of material transaction completions. It may also serve to highlight the credit quality and performance of Winchester’s lending portfolio, providing investors with early confirmation of cash inflows.

Secured Loan Status and Asset Protection

The promissory note was secured, granting Winchester Equity Corporation collateral rights over Selma House LLC’s assets. This security enhanced recovery priority in case of default, though the announcement does not detail the collateral specifics. The full repayment without enforcement suggests the borrower maintained adequate financial strength.

The secured structure reflects prudent credit underwriting by Winchester Equity Corporation, providing protection beyond an unsecured loan. The absence of enforcement actions indicates the security was not required to recover funds.

Impact on Liquidity and Balance Sheet

The USD 2 million principal plus interest repayment represents a significant cash inflow, improving Winchester Equity Corporation’s liquidity and working capital as of the announcement date. The company did not disclose plans for redeployment of the funds, leaving investors to evaluate impacts based on broader capital allocation strategies.

From a balance sheet perspective, the repayment removes the promissory note receivable asset and increases cash or equivalents. This may enhance liquidity metrics or reduce reliance on external financing, depending on subsequent use of proceeds. No guidance was provided on whether funds will be retained, reinvested, used for debt repayment, or returned to shareholders.

Forward-Looking Statements and Capital Deployment Outlook

Winchester Equity Corporation’s announcement includes standard forward-looking statements cautioning investors about risks such as regulatory approvals, economic conditions, competitive pressures, and capital market access. The company notes no guarantees that expectations will be realized, reflecting exposure to macroeconomic and regulatory uncertainties.

The successful repayment demonstrates Winchester’s capability in structuring and managing private credit investments. However, no guidance was offered on future lending activities, investment pipelines, or capital deployment plans. Investors may anticipate further updates on how the company intends to utilize the USD 2 million repayment or plans for new credit facilities.

Disclosure History and Regulatory Compliance

Throughout the facility term, Winchester Equity Corporation fulfilled continuous disclosure obligations. The loan arrangement was initially announced on October 3, 2025, with the repayment now publicly disclosed in line with TSXV requirements. This two-step disclosure aligns with standard regulatory practice for material credit transactions.

Compliance with TSXV Policy 1.1’s arm’s length transaction classification indicates Winchester’s adherence to exchange rules and appropriate disclosure standards. The absence of regulatory commentary suggests TSXV acceptance of the company’s transaction characterization and disclosure timing.