Pelican AI and Christie Capital Announce Launch of Brokered Financing

Executive Summary

• Pelican Canada Inc. (doing business as Pelican AI) and Christie Capital Corp. announced a brokered private placement of subscription receipts to raise up to C$5,000,000, priced at C$0.25 per receipt.
• The offering is directly tied to a previously announced reverse takeover transaction where Christie will amalgamate with Pelican, resulting in a new entity named "PelicanAI Corp." listed on the TSX Venture Exchange.
• Proceeds will be held in escrow until the completion of the reverse takeover; if the transaction fails within 180 days, funds will be returned to investors.

Key Details

• Offering Structure: Brokered private placement of subscription receipts.
• Price: C$0.25 per Subscription Receipt.
• Gross Proceeds: Up to C$5,000,000.
• Agents: Canaccord Genuity Corp. acting as sole lead manager and bookrunner, alongside Research Capital Corporation.
• Agents’ Option: The Lead Agent has the option to increase the offering size by up to 20% prior to the closing date.
• Use of Proceeds: Working capital and general corporate purposes, held in escrow pending the completion of the reverse takeover.
• Transaction Context: The offering anticipates a three-cornered amalgamation (reverse takeover) of Christie by Pelican, previously announced on December 3, 2024.
• Escrow Terms: Gross proceeds less commissions/expenses are held by an escrow agent. Funds are released upon satisfaction of conditions precedent to the Transaction.
• Failure Condition: If the Transaction does not close by 11:59 p.m. (Toronto time) on the date 180 days after the Offering Closing Date, the Escrow Agent will return the aggregate issue price plus interest to holders. Pelican is liable for any shortfall.
• Expected Closing Date: On or about October 24, 2025.
• Listing: The resulting issuer intends to change its name to "PelicanAI Corp." and apply for listing on the TSX Venture Exchange.
• Management Changes: Upon closing, all of Christie’s current directors and executive officers will resign. New nominees include:
  • Sasha Grujicic – Chief Executive Officer
  • Daren Trousdell – Executive Chairman, Director
  • Mahesh Patankar – Global Head of Sales
  • John Desmond – Director, Chair of Audit Committee
  • John Adamovich – Lead Director, Chair of Governance and Nominating Committee
  • Marcel Van der Wal – Director
  • Note: A CFO has not yet been identified.
• Shareholder Approvals: Christie intends to seek written consent for the name change, election of new directors, the amalgamation, and appointment of new auditors. Pelican will convene a shareholder meeting to approve the amalgamation.
• Company Profile: Pelican specializes in AI-driven solutions for payment processing and financial crime compliance, operating in over 55 countries with over 25 years of experience.

Notable Quotes

• No direct quotes from executives were included in the text of the release.