Canadian Premium Sand closes $1M debenture offering

Mr. Glenn Leroux reports CANADIAN PREMIUM SAND INC. COMPLETES $1 MILLION CONVERTIBLE DEBENTURE OFFERING Canadian Premium Sand Inc. has completed its non-brokered private placement of secured convertible debentures previously announced on March 2, 2026. Pursuant to the offering, the company accepted subscriptions for the convertible debentures totalling approximately $1-million. The net proceeds of the offering will be used for general working capital purposes as it continues to advance strategic initiatives with the continued support of its significant shareholders. The convertible debentures bear interest at 12 per cent per annum, compounded quarterly from the date of issuance and payable in arrears on maturity. The convertible debentures mature on Feb. 26, 2027. The principal amount is convertible into common shares, at the holder's option, at a price of 15 cents per common share, subject to adjustment in certain events, at any time prior to the maturity date. Any accrued interest up to the maturity date or conversion date, as applicable, may, subject to TSX Venture Exchange approval, be converted into common shares at the then prevailing market price of the common shares. Concurrently with closing of the offering, the company amended the conversion price of the company's outstanding $1,975,000 aggregate principal amount of secured debentures due Feb. 26, 2027, from 75 cents to 15 cents per common share and made certain other amendments so that the outstanding convertible debentures are on the same terms as the convertible debentures. The convertible debentures may be redeemed prior to their maturity date by the company, in whole or in part, at any time the daily volume-weighted average trading price is 24 cents per common share or more over a 30-consecutive-trading-day period. The convertible debentures may be redeemed for either a cash payment or by issuing common shares at a deemed price of 15 cents per common share that is equal to the outstanding principal of the convertible debentures on not less than 30 days of notice to the holders of the convertible debentures. Any accrued interest up to the redemption date may, subject to TSX-V approval, be converted into common shares at the then-prevailing market price of the common shares. Upon a change of control of the company prior to the maturity date, unless the holder elects to convert the convertible debentures into common shares, the company is required to repay all outstanding principal and accrued interest in cash, together with a change-of-control premium equal to 3 per cent of the outstanding principal amount. Certain directors of the company, being Lowell Jackson, John Assman and Glenn Leroux, and its significant shareholder, being Paramount Resources Ltd., directly or indirectly subscribed for an aggregate amount of $328,000 under the offering. Accordingly, the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101. The offering is exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as the company is listed on the TSX-V and, at the time the transaction was agreed to, the fair market value of the convertible debentures issued to insiders or the consideration paid by insiders of the company did not exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering, including the amount to be raised pursuant to the offering, had not been confirmed at that time and the company wished to close the offering on an expedited basis for sound business reasons and in a time frame consistent with usual market practices for transactions of this nature. The offering remains subject to the final acceptance of the TSX-V, including the amendments to be made to the outstanding convertible debentures. The convertible debentures and the common shares issuable upon conversion of the convertible debentures are subject to a statutory hold period expiring on Aug. 10, 2026. About Canadian Premium Sand Inc. The company is developing its Wanipigow silica sand resource in Manitoba to supply fracture proppant to the Western Canada sedimentary basin, along with other applications for high-purity and low-iron silica sand, including the manufacture of solar and float glass. The company is a reporting issuer in Ontario, Alberta and British Columbia. Its shares trade on the TSX-V under the symbol CPS. We seek Safe Harbor.