Route1 Announces Closing of Second and Final Tranche of Non-brokered Private Placement

Executive Summary

• Route1 Inc. completed the second and final tranche of its non‑brokered private placement, issuing 1,253,333 Units for C$94,000, bringing total proceeds to approximately C$328,250.
• Each Unit consists of one common share and one warrant to purchase a common share at C$0.10 for 18 months; all securities are subject to a four‑month hold period expiring April 16 2026.
• Net proceeds will be used to fund development of Route1’s Actionable Business Intelligence (ABI) software application and AI operations co‑pilot slated for early 2026.

Key Details

• Offering Structure: Non‑brokered private placement of Units at C$0.075 per Unit.
• First Tranche: Closed November 19 2025 (details not restated).
• Final Closing (Second Tranche): Completed December 15 2025; 1,253,333 Units issued for gross proceeds of C$94,000.
• Total Issuance: 4,376,665 Units issued across both tranches for aggregate gross proceeds of ~C$328,250.
• Unit Composition: 1 common share + 1 common share purchase warrant per Unit.
• Warrant Terms: Right to purchase one common share at C$0.10; exercisable for 18 months from the issue date.
• Hold Period: Four‑month lock‑up on all securities issued in the Final Closing, expiring April 16 2026.
• Related Party Participation: Company management subscribed for Units totaling C$67,999.92 (≈20.72% of the Offering), qualifying as a related‑party transaction under MI 61‑101; exemptions from formal valuation and minority approval were relied upon.
• Use of Proceeds: Net proceeds earmarked to fund development of Route1’s ABI software application and AI co‑pilot platform, including on‑premises GPU infrastructure (three GPU servers, shared storage, high‑speed networking).
• No Finder’s Fees: The Company paid no finder’s fees in connection with the Final Closing.

Notable Quotes

(None provided in the release)