AmeriTrust Announces Brokered Offering of up to $60,000,000

Executive Summary

• AmeriTrust Financial Technologies Inc. announced a best‑efforts brokered financing consisting of up to $45 million in senior convertible debentures and up to $15 million in equity‑linked “LIFE” units, with an additional optional over‑allotment of up to $9 million.
• The net proceeds are earmarked to restart lease originations in Q4 2025, fund “flow” and “haircut” capital for larger lease facilities, and provide working‑capital support for U.S. dealer expansion.
• The offering includes attractive terms: 8% annual interest (payable quarterly), a conversion price of $0.10 per common share (66% premium to the October 6, 2025 closing price), and warrants allowing purchase of common shares at $0.15 for up to five years.

Key Details

• Debenture Offering
• Up to 45,000 units at $1,000 each → gross proceeds ≤ $45 M.
• Each unit = one senior unsecured convertible debenture ($1,000 principal) + 10,000 common‑share purchase warrants.
• Warrants: exercise price $0.15, exercisable 60 days after closing through 60 months (early acceleration if TSXV VWAP ≥ $0.30 for 30 consecutive trading days after 18 months).
• Debenture terms: 8% annual interest, payable quarterly; maturity 5 years from closing; conversion price $0.10 per share (ratio 10,000 shares per $1,000 principal); early‑conversion right if VWAP ≥ $0.20 for 30 days after 18 months.
• Redemption option: at 102% of principal plus accrued interest, with 30–60 day notice, before maturity.

• Senior ranking; company restricted from issuing subordinated debt > $25 M without majority debenture holder consent.

• LIFE Offering

• Up to 214,285,714 units at $0.07 each → gross proceeds ≤ $15 M.

• Each unit = one common share + one warrant (exercise price $0.15, same acceleration provisions as debenture warrants).

• Agent Compensation

• Debenture Offering: cash commission 6% of gross proceeds (reduced to 3% on any “president’s list” portion).

• LIFE Offering: cash commission 5% of gross proceeds plus non‑transferable broker warrants equal to 5% of LIFE units sold (exercisable at $0.07 for 24 months).

• Agent’s Option

• Right to issue additional Debenture and/or LIFE units for up to $9 M to cover over‑allotments, exercisable any time before the closing date.

• Closing & Conditions

• Anticipated closing on or about October 23, 2025, subject to customary conditions and TSXV approval.

• Debenture units subject to a four‑month plus one‑day hold period under Canadian securities law; LIFE units exempt from hold period.

• Use of Proceeds

• Restart lease originations in Q4 2025 (initially Texas, followed by Florida and California).
• Provide “flow” and “haircut” capital for larger lease facilities via a bankruptcy‑remote trust.

• General working‑capital needs and support for strategic U.S. dealer market rollout targeting 1% market share in the coming years.

• Regulatory Exemptions

• Offering conducted under prospectus exemptions in Canada (excluding Québec) and U.S. Securities Act exemptions; not registered in the United States.

Notable Quotes

“The business is at an inflection point as we are expecting to re‑start 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.” – Jeff Morgan, CEO

All forward‑looking statements are subject to risks and uncertainties; actual results may differ materially.