Ameritrust Financial arranges offering for up to $60M

Executive Summary

• Ameritrust Financial Technologies Inc. announced a best‑efforts brokered offering of up to $60 million (up to $45 M debenture units and up to $15 M LIFE units), with an additional overallotment option for up to $9 M.
• Proceeds are earmarked to restart lease originations in Q4 2025, expand across Texas, Florida, California and eventually achieve a 1 % U.S. dealer‑market share.
• The debenture units carry 8 % annual interest, quarterly payments, a five‑year maturity, conversion rights at $0.10 per share (10,000 shares per $1,000 principal) and redemption features; the LIFE units are priced at $0.07 each with accompanying warrants.

Key Details

• Offering Structure
• Debenture Offering: Up to 45,000 units @ $1,000 per unit → gross proceeds up to $45 M.
  • Each unit = 1 senior unsecured convertible debenture ($1,000 principal) + 10,000 common‑share purchase warrants (exercise price $0.15).
  • Interest: 8 % per annum, payable quarterly starting Dec 31 2025.
  • Maturity: 5 years from closing; conversion at $0.10 per share (ratio 10,000 shares per debenture) with premium ~66 % to Oct 6 2025 price.
  • Early conversion trigger: VWAP ≥ $0.20 for 30 consecutive days after 18 months → additional quarterly interest.
  • Redemption option: at 102 % of principal + accrued interest, notice 30‑60 days, after 18 months.
  • Senior unsecured; company limited to issuing non‑subordinating debt ≤ $25 M without holder consent.

• LIFE Offering: Up to 214,285,714 units @ $0.07 per unit → gross proceeds up to $15 M.

  • Each unit = 1 common share + 1 warrant (exercise price $0.15).
  • No hold period under Canadian securities law.

• Agent Compensation

• Debenture: Cash commission 6 % of gross proceeds (reduced to 3 % on president’s‑list portion).

• LIFE: Cash commission 5 % of gross proceeds plus non‑transferable broker warrants equal to 5 % of LIFE units sold (exercise price $0.07, 24‑month term).

• Overallotment Option

• Agent may issue additional debenture and/or LIFE units for up to $9 M in gross proceeds prior to closing.

• Closing Timeline & Conditions

• Anticipated closing on or about Oct 23 2025, subject to regulatory approvals (including TSX‑V).

• Offerings conducted under prospectus exemptions in Canada (except Quebec), the U.S., and other jurisdictions; debenture units subject to a four‑month‑plus‑one‑day hold period.

• Use of Proceeds

• Fund restart of lease originations in Q4 2025, supporting both flow and haircut capital via a bankruptcy‑remote trust.
• Provide working capital and expand direct/indirect originations beginning in Texas, followed by Florida and California, with broader U.S. rollout planned for Jan 2026.

Notable Quotes

• Jeff Morgan, CEO: “The business is at an inflection point as we are expecting to restart lease originations immediately… This capital is not only to be used for lease originations, but for providing additional capital support for our incoming finance partners for our larger lease facilities.”