PUBLIC NOTICE OF UCC ARTICLE 9 SALE: News Direct Corp.

NOTICE OF SECURED PARTY’S PUBLIC DISPOSITION OF COLLATERAL PLEDGED BY NEWS DIRECT CORP. UNDER SECTION 9-611 OF THE UNIFORM COMMERCIAL CODE AUCTION TO BE CONDUCTED BY AUCTION ADVISORS, AS AUCTIONEER.

Name of Debtor: News Direct Corp. (the “Debtor”), a Delaware corporation.

Old National Bank, N.A., is a national banking association incorporated in the State of Indiana and the successor by merger to CapStar Bank (the “Secured Party”) under that certain loan agreement with the Debtor dated October 5, 2020 (as amended, the “Loan Agreement”). Pursuant to that certain Security Agreement dated October 5, 2020 (as amended, the “Security Agreement”), the Debtor granted the Secured Party a security interest in all of its Collateral (as defined in the Security Agreement). Debtor is the leading newswire for press release distribution using the best state-of-the-art digital technology all of which is included in the sale. The Debtor is in default of its obligations under the Loan Agreement and the Security Agreement.

This notice is being sent pursuant to Section 9-611 of the Uniform Commercial Code (the “UCC”). The Secured Party intends to foreclose upon its security interest in the Collateral described on Exhibit A hereto (the “Sale Collateral”) by public auction of the Sale Collateral by Auction Advisors, as Auctioneer, conducted on September 16, 2025 (the “Sale”).

The Sale will be conducted virtually via online video conference. Instructions on how to become a “qualified bidder” and attend the auction via online video conference are set forth in the Terms & Conditions of Auction which are available online at www.AuctionAdvisors.com or by contacting Joshua Olshin of Auction Advisors at: [email protected].

Secured Party is and shall be a qualified bidder and shall be allowed to credit bid amounts due and owing it by the Debtor in connection with any bids it may make with respect to the Collateral.

Qualified bidders shall be required to post a $25,000.00 good faith deposit prior to bidding, which deposit will be required to be increased (if not already above) to twenty-five percent (25%) of the successful bid by the successful bidder on or prior to 12:00 Noon Eastern Time on September 17, 2025. Secured Party shall not be required to either post a good faith deposit or to increase its deposit as aforesaid.

The Sale will be FINAL and on an “AS-IS, WHERE IS, WITH ALL FAULTS” basis and will be made WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER. Closing on the sale of the Collateral to the successful bidder must take place on or prior to September 30, 2025.

The Secured Party reserves the right to sell the Sale Collateral in a single lot or in multiple lots, by way of one or more contracts, and on such terms and conditions as are agreed upon between the Secured Party and any other purchaser of the Sale Collateral. The Secured Party reserves the right to add to, withdraw or otherwise modify or amend in any respect whatsoever all or any portion of the Sale Collateral listed in Exhibit A as being subject to the Sale, for any reason whatsoever.

Secured Party reserves the right to establish all bidding procedures and requirements and to have prospective bidders reasonably demonstrate to the satisfaction of Secured Party that they are qualified bidders and their ability to perform and close on the sale of the Sale Collateral. Secured Party reserves the right to credit bid at the sale. Secured Party also reserves the right to adjourn, continue, or cancel the sale without further notice. Other terms and conditions of the Sale are set forth in the Terms & Conditions.

You are entitled to an accounting of the unpaid indebtedness secured by the property that the Secured Party intends to sell. The Secured Party’s charge for an accounting shall be in an amount equal to its costs and expenses (including attorneys’ fees) incurred as a result of providing such accounting. You may request an accounting by calling Joshua Olshin of Auction Advisors at: 212-375-1222 ext. 705.

Except to the extent that such right is waived, the Debtor, any secondary obligor, or any other secured party or lienholder has the right to redeem the Sale Collateral at any time before the Secured Party has disposed of the Sale Collateral or entered into a contract for its disposition by tendering payment of all indebtedness secured by the Sale Collateral as well as any expenses reasonably incurred by the Secured Party in retaking, holding, and preparing the Sale Collateral for disposition, in arranging for the Sale, and, to the extent provided in the Security Agreement and not prohibited by law, the Secured Party’s reasonable attorneys’ fees and legal expenses. If the proceeds of the Sale are less than the amount owed to the Secured Party by the Debtor, the Secured Party reserves the right to seek to recover such amount from the Debtor and/or any secondary obligor or co-obligor in accordance with applicable law.

By selling and purchasing the Sale Collateral pursuant to a public auction, referenced herein, neither the Secured Party nor any purchaser of the Sale Collateral shall assume any liability or obligation whatsoever regarding any debts, expenses or liabilities of the Debtor or any other person or entity, and all such debts, expenses and liabilities shall not be assumed or deemed to be assumed by the Secured Party or any purchaser. Neither the Secured Party nor any purchaser shall be, or shall be deemed to be, a “successor” of or to, the Debtor or any other person or entity for any purpose.

The Secured Party reserves all of its rights and remedies, of any and every type and nature whatsoever, against the Debtor and all other persons and entities for any and all deficiencies under any obligations remaining due to the Secured Party after the Sale. The public auction referenced herein is not intended to be, nor shall it be deemed to be, a “strict foreclosure” or “acceptance of collateral in full or partial satisfaction of obligation” as set forth in Section 9-620 of the UCC.

Certain additional but limited information available to Secured Party regarding the Debtor will be made available via a secure data room to prospective bidders who execute a non-disclosure agreement. Such non-disclosure agreement, and other information and due diligence materials may be obtained by visiting www.AuctionAdvisors.com.

Any interested bidder must satisfy the requirements to be a “qualified bidder” by no later than NOON Eastern Time on September 12, 2025.

The auction of the Sale Collateral will commence at 11:00 A.M. Eastern Time on September 16, 2025.

EXHIBIT A
(Collateral Description)

All of News Direct Corp.’s intellectual property, the newsdirect.com domain name, website and custom-made software platform, any encryption keys to access the data, and any and all related rights pertaining to the website and platform (including source code, object code, and any related data), brand assets such as company logo and mark and all derivative content, customer lists, customer contracts, licenses associated with the data, marketing materials, social media accounts, including Instagram, X/Twitter, LinkedIn and Facebook, and any other property used in the operation of News Direct Corp.’s business as well as all equipment and machinery, furniture and fixtures, inventory, accounts, accounts receivable, all contract rights, instruments, documents and general intangibles owned by News Direct Corp.