AmeriTrust Announces the Launch of Lease Originations and an Amended Brokered Offering of up to $40,000,000

Executive Summary

• AmeriTrust Financial Technologies Inc. announced an amended broker‑driven financing consisting of a $25 M senior unsecured convertible debenture offering and a $15 M “LIFE” equity‑linked unit offering, with optional over‑allotments up to an additional $6 M.
• Proceeds are earmarked to restart lease originations in Q1 2026, fund working capital, and support expansion across U.S. dealer markets, including a new line of credit from Bank of Texas tied to a bankruptcy‑remote trust.
• The offering includes attractive terms: 8% annual interest on debentures, conversion price $0.085 per share (112.5 % premium), warrants at $0.12, and early redemption features; LIFE units are priced at $0.05 with accompanying warrants.

Key Details

• Offering Structure

• Debenture Offering: Up to 25,000 units @ $1,000 each → up to $25 M gross proceeds. Each unit = 1 senior unsecured convertible debenture ($1,000 principal) + 11,765 common share purchase warrants.

  • Interest: 8% per annum, payable quarterly (first payment March 31 2026).
  • Maturity: 5 years from closing; conversion price $0.085 per Common Share (ratio 11,765 CS per $1,000 debenture).
  • Early conversion trigger: VWAP ≥ $0.20 for 30 consecutive days after 18 months → optional early conversion + extra quarterly interest.
  • Redemption option: After 18 months, Company may redeem at 102% of principal plus accrued interest with 30‑60 day notice.
  • Hold period: 4 months + 1 day under Canadian securities law.

• LIFE Offering: Up to 300,000,000 units @ $0.05 each → up to $15 M gross proceeds. Each unit = 1 Common Share + 1 warrant (exercise price $0.12).

  • No hold period (offered under Listed Issuer Financing Exemption).

• Agents & Compensation

• Clarus Securities Inc. and Cormark Securities Inc. act as co‑lead agents.
• Debenture commission: 6% of gross proceeds (reduced to 3% on any president’s list allocation).

• LIFE commission: 5% of gross proceeds plus non‑transferable broker warrants equal to 5% of LIFE units sold (exercise price $0.05, 24‑month term).

• Agents’ Option – Ability to issue additional units for up to $6 M (max $1.98 M for LIFE units) prior to closing to cover over‑allotments.

• Use of Proceeds

• Restart lease originations in Q1 2026, funding both “flow” and “haircut” capital via a bankruptcy‑remote trust (Ameri II Trust).

• Working capital and expansion into Texas, with subsequent roll‑outs to Florida, California, and other U.S. states targeting ~1% market share within several years.

• Bank of Texas Line of Credit – Conditional line of credit matched against funding account deposits; intended to fund lease contracts held in Ameri II Trust and enable resale to banks, credit unions, insurers, and private investors, thereby increasing funding capacity and reducing dilution.

• Closing Timeline – Anticipated closing on or about December 17 2025, subject to regulatory approvals (including TSXV).

Notable Quotes

“I am happy to confirm that AmeriTrust has started originating new lease contracts… The proceeds from the Offering and the Bank of Texas line of credit are expected to provide the Company with the required funding resources it needs, while also reducing expenses and overall dilution to current shareholders.” – Jeff Morgan, CEO

All forward‑looking statements are subject to risks and uncertainties as described in the release.