Ameritrust closes $36.18M first tranche of placement

Executive Summary

• Ameritrust Financial Technologies Inc. has closed the first tranche of its brokered offering, raising aggregate gross proceeds of $36,187,200.
• The closing consists of two distinct tranches: $20.85 million from debenture units and $15.34 million from LIFE units, with specific warrant terms and interest rates attached to each.
• Net proceeds are designated to support the restart of lease originations in Q1 2026 and for working capital, with the second tranche anticipated to close around January 6, 2026.

Key Details

• Total Gross Proceeds: $36,187,200.
• Debenture Units Tranche:
  • Quantity: 20,850 units.
  • Price: $1,000 per unit.
  • Gross Proceeds: $20,850,000.
  • Composition: Each unit consists of one senior unsecured principal amount $1,000 convertible debenture and approximately 11,765 common share purchase warrants.
  • Debenture Terms: Matures five years from closing; pays 8% interest per annum, payable quarterly in arrears starting March 31, 2026.
  • Warrant Terms: Exercise price of $0.12 per share; exercise period commences 60 days after closing and ends 60 months after closing.
  • Early Acceleration: Warrants accelerate if the daily volume-weighted average trading price equals or exceeds $0.30 for 30 consecutive trading days, anytime after 18 months following closing.
• LIFE Units Tranche:
  • Quantity: 306,744,000 units.
  • Price: $0.05 per unit.
  • Gross Proceeds: $15,337,200.
  • Composition: Each unit consists of one common share and one warrant.
  • Warrant Terms: Exercise price of $0.12 per share; subject to early acceleration (same conditions as debenture warrants).
  • Regulatory Basis: Conducted under the listed issuer financing exemption (NI 45-106 Part 5A), excluding Quebec.
• Use of Proceeds: To support the restart of lease originations in Q1 2026 (funding flow and haircut capital under facilities established by a bankruptcy remote trust) and for working capital purposes.
• Second Tranche: Anticipated to close on or about January 6, 2026.
• Over-allotment Option: Agents have an option to issue additional units for up to $6 million in additional proceeds (max $1.98 million for LIFE units), exercisable until the closing of the second tranche.
• Agent Compensation:
  • Cash Commission: $1,264,740.00 paid to Clarus Securities Inc. and Cormark Securities Inc.
  • Broker Warrants: 14,878,000 common share purchase warrants issued to agents.
  • Broker Warrant Terms: Exercise price of $0.05 per share; exercisable on or before December 23, 2027.
• Insider Participation: Certain insiders participated in the first tranche, constituting a related party transaction exempt from formal valuation and minority shareholder approval under MI 61-101. A material change report will be filed containing details of these participations.
• Hold Periods:
  • Debenture Units & Broker Warrants: Subject to a statutory hold period until April 24, 2026.
  • LIFE Units: Not subject to a statutory hold period.
• Regulatory Status: Offering remains subject to final acceptance by the TSX Venture Exchange.