/C O R R E C T I O N from Source -- MTL Cannabis Corp./

Executive Summary

• MTL Cannabis Corp. announced the closing of a $2 million brokered private placement under the Listed Issuer Financing Exemption (LIFE), led by Centurion One Capital Corp.
• The company issued 3,147,999 Units at $0.65 per Unit, raising gross proceeds of $2,046,199.35, which is below the initial target of $4 million.
• Proceeds are designated for capital expenditures, brand awareness, and marketing activities, with net proceeds intended to minimize dilution while securing a core group of long-term investors.

Key Details

• Transaction Structure: Brokered private placement under National Instrument 45-106 Part 5A and Coordinated Blanket Order 45-935 (Listed Issuer Financing Exemption).
• Units Sold: 3,147,999 Units.
• Issue Price: $0.65 per Unit.
• Gross Proceeds: $2,046,199.35.
• Lead Agent: Centurion One Capital Corp.
• Warrant Terms (Investors): Each Unit includes one Common Share and one-half of one Common Share purchase warrant. Each whole warrant allows the holder to acquire one Common Share at $0.98 for a period of three years from the Closing Date.
• Hold Period: Securities are not subject to a hold period under applicable Canadian securities laws.
• Use of Proceeds: Capital expenditures, brand-awareness initiatives, and marketing activities.
• Broker Compensation:
  • Cash commission: $143,233.95.
  • Broker Warrants: 220,360 warrants issued, entitling holders to acquire a Unit at $0.65 for three years.
  • Corporate Finance Fee: Paid via issuance of 157,400 Units.
• Insider Participation: Insiders acquired an aggregate of 154,000 Units on the same basis as other subscribers. This constitutes a "related party transaction" under MI 61-101, relying on exemptions from formal valuation and minority shareholder approval requirements as the transaction value is less than 25% of market capitalization.
• Strategic Context: The company reduced the offering size from an initial target of $4 million to $2 million to focus on attracting high-quality, long-term investors and minimizing dilution.

Notable Quotes

• "We are very pleased with the outcome of this successful financing," said Mike Perron, Chief Executive Officer of the Company. "The interest we received exceeded the amount ultimately raised, but we strategically chose to close on a smaller, more disciplined transaction. This allows us to advance our plans with a strong and supportive shareholder base while minimizing dilution and maintaining flexibility."