MTL Cannabis closes $2-million brokered offering

Executive Summary

• MTL Cannabis Corp. has closed a $2 million brokered private placement of units, raising approximately $2.05 million in aggregate gross proceeds.
• The offering was led by Centurion One Capital Corp. and consisted of 3,147,999 units sold at $0.65 per unit.
• Net proceeds are intended for capital expenditures, brand awareness, and marketing activities, with insiders participating in the transaction.

Key Details

• Gross Proceeds: $2,046,199.35
• Units Sold: 3,147,999 units
• Issue Price: $0.65 per unit
• Lead Agent/Sole Bookrunner: Centurion One Capital Corp.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one common share at an exercise price of $0.98 for a period of three years from the closing date.
• Regulatory Basis: Issued pursuant to Part 5A of National Instrument 45-106 and Coordinated Blanket Order 45-935; not subject to a hold period.
• Target vs. Actual: The offering was initially targeted at approximately $4 million but was strategically reduced to $2 million to attract high-quality, long-term investors and minimize dilution.
• 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 the issue price ($0.65) for three years from closing.
  • 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, with exemptions from formal valuation and minority shareholder approval requirements applied.

Notable Quotes

• "We are very pleased with the outcome of this successful financing... 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." — Mike Perron, Chief Executive Officer