Mr. Shibu Abraham reports

AMERITRUST ANNOUNCES CLOSING FIRST TRANCHE OF BROKERED OFFERING FOR $36,187,200

Ameritrust Financial Technologies Inc. has closed its first tranche of its previously announced brokered offering of (i) debenture units (as defined below) and, (ii) LIFE units (as defined below) for aggregate gross proceeds of $36,187,200.

Pursuant to the offering, the corporation issued, on a private placement basis, 20,850 units of the company at a price of $1,000 per debenture unit for aggregate gross proceeds of $20.85-million. Each debenture unit consisted of one senior unsecured principal amount $1,000 convertible debenture of the company and approximately 11,765 common share purchase warrants of the company. Each warrant entitles the holder to purchase one common share of the company at a price of 12 cents for a period commencing 60 days following the date hereof until 60 months following the closing date, subject to an accelerated expiry in the event that anytime after 18 months following the closing date the daily volume-weighted average trading price of the common shares on the TSX Venture Exchange or other Canadian stock exchange on which the common shares are principally traded, equals or exceeds $0.30 for a 30-consecutive-trading-day period (the early acceleration). The debentures will mature five years from the closing date and pay interest at 8 per cent per annum from the closing date, payable quarterly in arrears commencing on March 31, 2026.

The company also issued 306,744,000 units of the company at a price of five cents per LIFE unit for aggregate gross proceeds of $15,337,200. Each LIFE unit consisted of one common share and one warrant. Each warrant entitles the holder to purchase one common share at a price of 12 cents during the exercise period, subject to the early acceleration.

The LIFE offering was conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions of the Canadian Securities Administrators, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in the provinces of Canada, except for Quebec.

The second tranche of the offering is anticipated to close on or about Jan. 6, 2026.

The company intends to use the net proceeds from the offering to support the restart of lease originations in the first quarter of 2026 funding both flow and haircut capital under facilities entered into by a bankruptcy remote trust established by the company and for working capital purposes.

Clarus Securities Inc. and Cormark Securities Inc. acted as co-lead agents in connection with the offering. In consideration for their services, the company paid the agents a cash commission of $1,264,740.00 and issued to the agents 14,878,000 common share purchase warrants on closing. Each broker warrant entitles the holder thereof to acquire one common share at a price of five cents at any time on or before Dec. 23, 2027.

Certain insiders of the company participated in the first tranche of the offering. The insider participations in the offering constitute a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101), for which the company was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) thereof, respectively. The company did not file a material change report 21 days before closing of the first tranche as the amended terms of the offering were only announced on Dec. 8, 2025, and the company wished to close the first tranche as expeditiously as possible for sound business reasons. The material change report to be filed by the company in connection with the closing of the first tranche of the offering will contain additional details with respect to the insider participations.

The debenture units and broker warrants (and all underlying securities issued and issuable thereunder) are subject to a statutory hold period under Canadian securities laws until April 24, 2026. The LIFE units (and all underlying securities issued and issuable thereunder) are not subject to a statutory hold period.

The option granted to the agents to issue that number of additional debenture units, LIFE units or any combination thereof for additional proceeds of up to $6-million (provided that the exercise of for additional LIFE units is limited to a maximum of $1.98-million) remains exercisable until closing of the second tranche.

The offering remains subject to final acceptance by the TSX-V.

About Ameritrust Financial Technologies Inc.

Ameritrust Financial Technologies, listed on the TSX-V, OTCQB and Frankfurt markets, is a finance solution and fintech provider disrupting the automotive industry. Ameritrust's integrated, cloud-based transaction platform facilitates transactions amongst consumers, dealers and funders. Ameritrust's platform is being made available across the United States.

We seek Safe Harbor.