Darwynn Ltd. - Notice of Sale and Solicitation Process

On February 26, 2026, Darwynn Ltd. (“Darwynn”) obtained protection pursuant to an initial order (as amended and restated from time to time) made under the Companies’ Creditors Arrangement Act (“CCAA”) by the Ontario Superior Court of Justice (Commercial List) (the “Court”).

On April 10, 2025, the Court granted an order (the “SISP Order”) that, among other things, authorized the Monitor, with the assistance of Darwynn, to conduct a sale and investment solicitation process (the “SISP”) and approved a stalking horse agreement between Darwynn and 2379338 Ontario Inc.

Darwynn operates an advanced logistics technology platform, providing end-to-end fulfilment and warehousing solutions across Canada. Darwynn’s operations are supported by significant investment in proprietary technology, with a focus on scalable infrastructure, serving diverse clients in retail, e-commerce, and regulated industries.

Subject to satisfying participation requirements, all interested parties will be provided with an opportunity to participate in the SISP. The SISP is intended to solicit proposals and identify one or more bids that may include one or more of an investment, restructuring, recapitalization, refinancing, other form of reorganization or similar transaction,  for all or substantially all or part of the businesses of Darwynn.

Key submission deadlines are as follows:

• Phase 1 Bid Deadline (non-binding letter of intent): May 11, 2026 (5:00 p.m. Toronto Time)

• Phase 2 Bid Deadline (binding final offer): May 22, 2026 (5:00 p.m. Toronto Time)

Those who are interested in participating in this SISP can contact the Monitor to receive additional information at:

Ernst & Young Inc. – The Court-Appointed Monitor of Darwynn Ltd
Email: [email protected]
Telephone: 1-844-673-8373 (North America only) or 416-941-1879
Attention: Zahra Binish

Copies of the SISP Order and additional materials related to the CCAA proceedings and the SISP may be obtained from the Monitor’s case website: www.ey.com/ca/darwynn.

DATED at Toronto this 20th day of April, 2026