Exhibit 4.12
[Investissement Québec Letterhead)
[UNOFFICIAL TRANSLATION]
CONFIDENTIAL
March 24, 2026
Mr. Marco Pasteris
Vice-président Finance
Groupe Birks inc.
2020, Robert-Bourassa Suite 200
Montréal (Québec) H3A 2A5
Subject : Principal Repayment Moratorium and New Repayment Schedule
Modification : 139802
File : D158763
Company : E021661
Sir,
We refer to the loan offer in the maximum amount of $10,000,000 (the “Loan”), issued by Investissement Québec (“IQ”) on June 12, 2020, and accepted by Birks Group Inc. (the “Company”) on July 2, 2020, as subsequently amended, if applicable (the “Offer”). We wish to inform you of the following changes thereto:
| MODIFICATIONS | : |
IQ grants the Company a 4-month principal repayment moratorium on the Loan, beginning on March 1, 2026, and ending on June 30, 2026. It is understood that the term of the Loan is not extended.
Following this moratorium, the outstanding principal balance of the Loan shall be repayable in one lump-sum payment of $808,549.80 on July 31, 2026.
As a result of these amendments, the Offer is adjusted accordingly.
These amendments shall become effective once the following conditions have been satisfied to IQ’s full satisfaction:
| • | Receipt of written confirmation of the renewal of the credit agreement between the Company and Wells Fargo; |
| • | Receipt, before April 24, 2026, of confirmation from the Business Development Bank of Canada regarding the new terms proposed to the Company for loan No. 179260-01. |
It is understood that all other terms and conditions of the Offer remain unchanged.
Please note that a $2,500 amendment fee is required for the implementation of this amendment. This amount will be withdrawn on the last day of the month following receipt of the acceptance of this letter, directly from the Company’s bank account in accordance with the terms of the Offer.
We trust the foregoing meets with your approval. Please indicate your acceptance by returning this document duly signed before April 24, 2026.
Iberville Building 1, 1195, Lavigerie Avenue, Suite 060, Québec (Québec) G1V 4N3 CANADA
Toll-Free : 1 844 474-6367 Fax : 418 528-2063
www.investquebec.com
| Business number : E021661 Control number : 139802 |
Page 2 de 2 |
Yours truly,
INVESTISSEMENT QUÉBEC
| Par : |
/s/ Jean-Philippe Landry |
Date : 2026-03-24 14:08:07 EDT | ||
| Signature |
||||
| Jean-Philippe Landry | ||||
| Senior Account Manager, International Specialized Financing | ||||
| Name of signatory in block letters |
||||
| Par : |
/s/ Hugo Lacroix |
Date : 2026-03-24 16:10:17 EDT | ||
| Signature |
||||
| Hugo T. Lacroix |
||||
| Senior Director, International Specialized Financing |
||||
| Name of signatory in block letters |
||||
J-PL/HTL/cp
COMPANY ACCEPTANCE
Having read the amendments set out herein, we accept them.
GROUPE BIRKS INC.
| Par : |
/s/ Marco Pasteris (Mar 31, 2026 10:47:05 EDT) | Date :31 mars 2026 | ||
| Signature |
||||
| Marco Pasteris |
||||
| Vice-Président Finance |
||||
| Name of signatory in block letters |