Jones Soda Co. Announces Brokered Private Placement

• Jones Soda Co. announced a brokered private placement of up to 7,500,000 units at US$0.33 per unit.
• The offering is expected to raise gross proceeds of approximately US$2.5 million for general working capital purposes.
• Each unit consists of one common share plus one-half of a Share purchase warrant exercisable at US$0.45.
• Warrants have a 36-month term with an acceleration clause if the stock exceeds US$0.47 for five consecutive days.
• Placement agent is Revere Securities LLC with an 8.0% cash fee on gross proceeds.
• Anticipated closing date is on or about May 7, 2026.

• The financing is dilutive as the offering price of US$0.33 trades at a discount to the current market price of US$0.41 (approx. 20% discount).
• Proceeds are designated for working capital rather than specific high-value acquisitions or debt repayment, suggesting operational funding needs despite recent profitability.
• This follows strong Q4 2025 earnings which reported positive Adjusted EBITDA and significant revenue growth, indicating the company is scaling operations but requires liquidity to support expansion (Costco, Walmart, Fallout licensing).
• The issuance of warrants adds future dilution risk with an exercise price of US$0.45, slightly above current trading levels.
• While not a fundamental business change, equity financing in a profitable growth phase can be viewed negatively by investors preferring debt or organic cash flow funding.

• Jones Soda Co. operates in the beverage industry with a focus on craft sodas and licensed entertainment partnerships.
• Flagship products include Root Beer, Cream Soda, Berry Lemonade, and Sarsaparilla (Fallout franchise).
• Recent strategic pivot includes high-margin licensing deals with Bethesda Softworks (Fallout) and expanded distribution through Costco and Walmart.
• The company has transitioned from loss-making to positive Adjusted EBITDA in Q4 2025 ($0.5M), marking a transformational year.