RIWI Announces Closing of First Tranche of Oversubscribed Non-Brokered Private Placement and Increases Offering to $2.5 Million

Executive Summary

• RIWI Corp. closed the first tranche of a non‑brokered private placement, raising $1,137,396 from the sale of 3,791,320 Units at $0.30 per Unit.
• The offering has been upsized to a maximum of 8,333,333 Units for up to $2.5 million in aggregate gross proceeds.
• Proceeds will be used for general working capital, product development and commercialization activities.

Key Details

• First Tranche: 3,791,320 Units sold at $0.30 per Unit → $1,137,396 gross proceeds.
• Upsized Offering Size: Up to 8,333,333 Units at $0.30 per Unit → up to $2,500,000 gross proceeds.
• Unit Composition: Each Unit = 1 common share + ½ of one Common Share purchase warrant.
• Warrant Terms: One whole warrant per two Units; each warrants the holder to buy one additional share at $0.50 for 2 years from closing. Acceleration clause triggers if TSX‑V price ≥ $0.75 for 10 consecutive trading days, allowing expiry acceleration to 30 days after notice.
• Second Tranche: Expected close on or before March 6 2026 (subject to TSX‑V acceptance and customary conditions).
• Statutory Hold Period: All securities subject to a four‑month‑plus‑one‑day hold period under applicable securities laws.
• Insider Participation: Directors, officers and employees subscribed for 618,920 Units in the first tranche (including 505,000 Units by insiders); an additional 109,400 Units expected in the second tranche. This qualifies as a related‑party transaction under MI 61‑101, but exemptions from valuation and minority approval apply because insider participation is ≤25 % of market cap.
• Use of Proceeds: General working capital and corporate purposes, including continued product development and commercialization activities.

Notable Quotes

• “The strong investor demand and insider alignment underscore confidence in RIWI’s growth trajectory,” – Greg Wong, Chief Executive Officer.