Ameritrust Financial arranges offering for up to $60M

Mr. Jeff Morgan reports AMERITRUST ANNOUNCES BROKERED OFFERING OF UP TO $60,000,000 Ameritrust Financial Technologies Inc. has entered into an agreement with Clarus Securities Inc. in connection with a best efforts brokered offering, consisting of: (i) a debenture offering (as defined below) of up to $45-million; and (ii) a LIFE (listed issuer financing exemption) offering (as defined below) of up to $15-million, in each case subject to increase upon exercise of the agent's option (as defined below). Jeff Morgan, chief executive officer of the company, stated: "Along with the incredible support anticipated from our existing shareholders, I am excited to welcome new potential strategic investors to our register. Also, I am proud to say that myself, the board of directors, the executive team and many of the employees of Ameritrust intend to participate in this financing." Mr. Morgan continued: "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. I believe that an owner's mentality starts with alignment and, in that regard, our team has made significant commitments to provide capital to restart originations." The closing date of the offering is anticipated to occur on or about Oct. 23, 2025, and is subject to certain conditions and the receipt of applicable regulatory approvals, including approval of the TSX-V. Use of capital The company intends to use the net proceeds from the offering to support the restart of lease originations in the fourth quarter of 2025 financing both flow and haircut capital under facilities entered into by a bankruptcy remote trust established by the company and for working capital purposes. This capital will be the catalyst to immediately start new originations, and increase revenue generation and overall growth of Ameritrust. The company intends to begin immediately with both direct and indirect originations in Texas to start, with new originations in Florida and California expected to follow. In January, 2026, the company plans to commence a strategic roll out to expand across the U.S. dealer market with a goal to obtain a 1-per-cent market share in the next few years. All new states will be announced in future news releases as the company expands originations. Details of debenture offering The company is proposing to issue and sell up to 45,000 units of the company at a price of $1,000 per debenture unit for aggregate gross proceeds of up to $45-million. Each debenture unit will consist of one senior unsecured principal amount $1,000 convertible debenture of the company and 10,000 common share purchase warrants of the company. Each warrant will entitle the holder to purchase one common share of the company at a price of 15 cents for a period commencing 60 days following the closing of the offering until 60 months following the closing date, subject to an accelerated expiry in the event that, at any time after 18 months following the closing date, the daily volume weighted average trading price (VWAP) of the common shares on the TSX Venture Exchange or other Canadian stock exchange on which the common shares are principally traded equals or exceeds 30 cents for a 30-consecutive-trading-day period. The debentures will mature five years from the closing date and pay interest at 8 per cent per annum from the closing date, payable quarterly in arrears commencing on Dec. 31, 2025. The debentures will be convertible at the holder's option into common shares at any time prior to the close of business on the earlier of the maturity date and the business day immediately preceding the date fixed for redemption of the debentures. The debentures will convert at a conversion price of 10 cents per common share, being a ratio of 10,000 common shares per $1,000 principal amount of debentures, subject to adjustment in certain events. The conversion price represents a premium of 66 per cent relative to the closing price of the common shares on the TSX-V on Oct. 6, 2025. Holders converting their debentures will receive accrued and unpaid interest thereon, up to, but excluding, the date of conversion. The conversion rate may be adjusted upon the occurrence of certain events, pursuant to standard anti-dilution provisions as will be set out in the indenture governing the debentures. The company shall also have the right, but not the obligation, to force an early conversion of the debentures at the conversion price, if, at any time after the date that is 18 months following the closing date, the VWAP on the TSX-V equals or exceeds 20 cents for a 30-consecutive-trading-day period, provided that holders will also receive an additional quarterly interest payment. After the date that is 18 months following the closing date and prior to the maturity date, the company may, at its option, at any time and from time to time, subject to providing not less than 30 days and not more than 60 days of prior notice, redeem the debentures, in whole or in part pro rata, at a redemption price (payable in cash) that is equal to 102 per cent of the principal amount thereof, plus accrued and unpaid interest up to the date of redemption. The debentures will be unsecured but will rank senior in right of payment of principal and interest to all other unsecured obligations of the company. The company will also agree not to issue any debt that would subordinate the debentures in the capital structure in an amount exceeding $25-million without the prior consent of the majority of the holders of the debentures. The debenture offering is being conducted on a private placement basis: (i) in Canada pursuant to exemptions from the prospectus requirements of applicable securities laws in the provinces of Canada, except for Quebec; (ii) in the United States pursuant to available exemptions under the United States Securities Act of 1933, as amended; and (iii) in such other jurisdictions outside of Canada and the United States pursuant to available prospectus or registration exemptions in compliance with applicable laws. All securities issued in connection with the debenture offering will be subject to a four-month-plus-one-day hold period from the closing date under Canadian securities laws. Details of LIFE offering The company is also proposing to issue and sell up to 214,285,714 units of the company at a price of seven cents per LIFE unit for aggregate gross proceeds of up to $15-million. Each LIFE unit will consist of one common share and one warrant. Each warrant will entitle the holder to purchase one common share at a price of 15 cents during the exercise period, subject to the early acceleration. The LIFE offering is being conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, of the Canadian Securities Administrators, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in the provinces of Canada, except for Quebec. The units may also be sold to purchasers in the United States pursuant to available exemptions under the U.S. Securities Act, and such other jurisdictions outside of Canada and the United States as agreed to between the company and the agent, pursuant to available prospectus or registration exemptions in compliance with applicable laws. The units will be issued pursuant to the listed issuer financing exemption and as such will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document dated Oct. 7, 2025, related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors purchasing under the listed issuer financing exemption should read the offering document before making an investment decision. Agent's commission In connection with the debenture offering, the agent will be entitled to a cash commission equal to 6.0 per cent of the gross proceeds from the sale of debenture units, other than that portion of the gross proceeds which are subject to a president's list allocated by the company, where the cash commission will be equal to 3.0 per cent of such gross proceeds. In connection with the LIFE offering, the agent will be entitled to a cash commission equal to 5.0 per cent of the gross proceeds from the sale of the LIFE units. As additional compensation under the LIFE offering, the company will issue to the agent non-transferable broker warrants equal to 5.0 per cent of the number of LIFE units sold pursuant to the offering. Subject to regulatory approval, each broker warrant shall be exercisable to acquire one common share at a price of seven cents for a period of 24 months from the closing date. Agent's option The company has also agreed to grant an option to the agent to issue that number of additional debenture units, LIFE units or any combination thereof, for additional gross proceeds of up to $9-million, to cover overallotments, if any, exercisable at any time prior to the closing date. About Ameritrust Financial Technologies Inc. Ameritrust, listed on the TSX-V, OTCQB and Frankfurt markets, is a finance solution and fintech provider disrupting the automotive industry. Ameritrust's integrated, cloud-based transaction platform facilitates transactions among consumers, dealers and financiers. Ameritrust's platform is being made available across the United States. We seek Safe Harbor.