Press Release

Westphalia Dev. Corp. Announces Court Sanction of Plan of Compromise and Arrangement and Termination of CCAA Proceedings

CALGARY, Alberta–(BUSINESS WIRE)–Westphalia Dev. Corp. (the “Corporation”) announces that it has implemented the previously announced plan of compromise and arrangement (the “Plan”), under the Companies’ Creditors Arrangement Act (“CCAA”), which was sanctioned by the Alberta Court of King’s Bench on March 28, 2025.

The Corporation’s creditors approved the Plan at a creditors’ meeting held on March 25, 2025. At the creditors’ meeting, 100% of the creditors deemed to or proactively voted in favour of the Plan.

Effective today, all of the issued and outstanding Class B non-voting shares of the Corporation have been cancelled without consideration and the Corporation has emerged from CCAA proceedings as a private Corporation. The Corporation’s former board of directors were deemed by the Plan to have resigned, having been replaced by Bill Doherty as the sole director of the Corporation. In connection with the Plan implementation, the two largest claims against the Corporation, including the claim of its most significant creditor, interim lender, and manager of the Corporation, Walton Global Investments Ltd. (“Walton Global”), have been put into abeyance pending Project monetization. Smaller claims against the Corporation that comprise the “convenience class” claims will be paid in full within 10 business days of implementation.

Overall, the Plan has allowed the Corporation to improve its capital structure by securing forbearances of the Corporation’s significant outstanding debts pending the completion of the Westphalia Maryland development project (the “Project”), providing access to additional credit support necessary to complete the Project, reducing the Corporation’s annual administrative expense as a result of no longer being a reporting issuer, and ensuring that the Corporation will continue to benefit from its business relationship with Walton Global, as manager of the Corporation and the Project, over the long term.

The Corporation intends to promptly submit an application to cease to be a reporting issuer to the relevant Canadian securities authorities.

The Corporation does not intend to make any further public announcements related to its exit from CCAA or status as a reporting issuer and does not intend to file its annual financial report for the period ending December 31, 2024, or its interim financial report for the interim period ended March 31, 2025.

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 Project 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 corporation with more than 88,000 acres of land under ownership, management and administration in the United States and Canada, totaling $4.5 billion. With ~46 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. It works closely with top U.S. home builders, developers and industry partners. For more information, visit www.walton.com.

Walton Global will continue to develop and manage the Project. Management is looking forward to working with the district council members and the community leaders on the next stages of planning the Westphalia Master Plan. An engineer has been engaged to undertake additional entitlements on the available parcels to further enhance the development. There are sales agreements in place on portions of the property and negotiations are on-going on the available parcels.

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

This news release contains forward looking information within the meaning of applicable securities laws and actual future results may differ from what is disclosed in this news release. The use of any of the words “looks”, “plans”, “intends”, “future”, “path”, “will” and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: the implementation of the Plan in the CCAA proceedings; the completion and monetization of the Project; the Corporation’s intention not to file its interim financial report for the interim period ending March 31, 2025; the Corporation’s intention to submit an application to cease being a reporting issuer; and the Corporation’s decision to not make any further public announcements related to its exit from CCAA proceedings or its status as a reporting issuer.

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 development and monetization of the Project, 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 and readers should not place any undue reliance on such statements.

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