DAVIDsTEA Announces $3.0 Million Private Placement and $2.7 Million Revenue-Linked Financing

Executive Summary

• DAVIDsTEA Inc. announced a $3 million private placement of units at $0.90 each, plus a $2.7 million non‑dilutive revenue‑linked financing, to fund new store openings and working capital in Canada.
• The private placement includes 3,333,334 units (each unit = one common share + half a warrant); warrants allow purchase of additional shares at $1.25 for the first year, then $1.50 thereafter.
• Related‑party subscriptions: Pembroke Heritage Fund & Pembroke Genesis Pooled Fund subscribe for $1.5 million; Jane Silverstone Segal (Chair) subscribes for the remaining $1.5 million.

Key Details

• Private Placement Structure: 3,333,334 units @ $0.90 per unit → total gross proceeds of $3 million.
• Unit Composition: 1 common share + ½ common‑share purchase warrant per unit. Full warrant gives right to buy 1 additional common share at $1.25 (Year 1) or $1.50 (Year 2).
• Warrant Expiration Trigger: If, after 4 months + 1 day from closing, the TSX‑Venture price ≥ $2.00 for ≥20 consecutive trading days, the company may expire the warrants 30 days after notice.
• Related Party Subscriptions:
• Pembroke Heritage Fund Ltd., Pembroke Genesis Pooled Fund & related party – $1.5 million (50% of units).
• Jane Silverstone Segal (Chair) – $1.5 million (remaining 50%).
• Revenue‑Linked Financing: Institutional partner provides $2.7 million non‑dilutive financing, added to working capital for financial flexibility.
• Use of Proceeds: Open new stores across Canada; support working capital; enhance liquidity and enable growth toward sustainable profitability and free cash flow.
• Share Count Impact: Pre‑closing shares outstanding: 27,145,589. Post‑closing expected shares outstanding: 30,478,923. Jane Silverstone Segal’s control increases from 44.76% to ~45.33%; she will also hold 833,333 warrants.
• Closing Timeline & Conditions: Expected completion on or before Nov 21 2025; subject to standard closing conditions and TSX‑Venture Exchange approval. Shares and warrants restricted from resale for four months post‑closing.
• Fees: No commissions or other fees will be paid in connection with the private placement.

Notable Quotes

“This financing signals the next chapter in DAVIDsTEA’s evolution from turnaround to growth… we’re ready to expand our retail footprint…” – Sarah Segal, CEO & Chief Brand Officer
“This combination of equity and revenue‑linked financing strengthens our liquidity and financial flexibility…” – Frank Zitella, President & CFO

All forward‑looking statements are subject to risks and uncertainties detailed in the company’s MD&A.