ALUULA Announces Closing of Upsized $14.1 Million Brokered LIFE Offering

Executive Summary

• ALUULA Composites Inc. completed a best‑efforts private placement of 4,273,475 units at C$3.30 per unit, raising gross proceeds of C$14.1 million.
• The offering included the full exercise of the agent’s option to sell additional units and issued warrants to the agent as commission (7% of gross proceeds).
• Net proceeds are earmarked for expanding manufacturing capacity, building a new facility, general working capital, and repayment of a C$1 million promissory note.

Key Details

• Units sold: 4,273,475 units at C$3.30 each → Gross proceeds: C$14,102,467.50.
• Unit composition: 1 common share + ½ warrant (each whole warrant allows purchase of one common share at C$4.29).
• Warrant acceleration clause: May be accelerated if TSXV price ≥ C$8.25 for 30 consecutive trading days.
• Agent compensation: Cash commission of C$730,798.61 and issuance of 221,454 agent warrants (7% of gross proceeds; reduced to 2.5% for “president’s list” purchasers). Each agent warrant exercisable at the offering price for 30 months.
• Use of proceeds:
• Expansion of manufacturing capacity
• Construction of a new facility
• General administrative and working‑capital needs
• Repayment of principal and interest on C$1 million promissory note to 0876991 B.C. Ltd (disclosed Jan 12, 2026).
• Related party disclosures: One subscriber (18,200 units) and 0876991 B.C. Ltd are related parties; transactions fall below the 25% market‑cap threshold, invoking MI 61‑101 exemptions.
• Director activity: Four directors exercised warrants/stock options at C$0.61–C$2.00 per share, generating C$500,000 and issuing 278,484 common shares; ten directors/officers entered 180‑day lock‑up agreements.
• Exemptions used: Listed issuer financing exemption under NI 45‑106 (Part 5A) and U.S. securities law exemptions; units to Canadian residents have no resale restrictions.
• Holding period for agent securities: Four months and one day from closing date.
• Closing condition: Subject to final acceptance by the TSXV.

Notable Quotes

• “The successful completion of this financing provides us with the capital needed to scale our manufacturing capabilities and bring new, sustainable composite solutions to market,” – Sage Berryman, Chief Executive Officer.