MTL Cannabis arranges $4-million offering

Executive Summary

• MTL Cannabis Corp. has entered into an agreement with Centurion One Capital Corp. as lead agent for a brokered private placement of units under the Listed Issuer Financing Exemption (LIFE).
• The offering targets aggregate gross proceeds of up to $4 million, with an option to sell an additional $1.75 million.
• Units are priced at $0.65 each, consisting of one common share and one-half of one common share purchase warrant, with net proceeds intended for capital expenditures and marketing.

Key Details

• Transaction Structure: Brokered private placement on a "commercially reasonable efforts" basis.
• Lead Agent: Centurion One Capital Corp. (C1C).
• Gross Proceeds: Up to $4 million base offering; option to sell up to an additional $1.75 million, exercisable up to 48 hours prior to the closing date.
• Price Per Unit: $0.65.
• 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 following issuance.
• Use of Proceeds: Capital expenditures and brand awareness/marketing activities.
• Insider Participation: Insiders, the lead agent, and affiliates may acquire up to approximately 25% of the offering. This constitutes a related party transaction exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101.
• Regulatory Basis: Conducted under the Listed Issuer Financing Exemption (LIFE) pursuant to Part 5A of National Instrument 45-106 and CSA Coordinated Blanket Order 45-953. Securities are not subject to a statutory hold period.
• Jurisdictions: Offered in British Columbia, Alberta, Ontario, and other jurisdictions as agreed, including the United States (private placement to accredited investors under Regulation D).
• Closing Date: Expected on or about August 22, 2025, or such other date as agreed. Closing is subject to customary conditions, including regulatory approvals (including the Canadian Securities Exchange).
• Offering Document: Available under the company's profile on SEDAR+ and the company website.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.