Mr. Etienne Moshevich reports
PLANET VENTURES ANNOUNCES LAUNCH OF RIGHTS OFFERING
Planet Ventures Inc. is undertaking a rights offering to raise gross proceeds of $1,522,446.04. The company will be offering 152,244,604 rights to holders of its common shares at the close of business on the record date of July 31, 2026, on the basis of one right for each one common share held. Each one right will entitle the holder to subscribe for one common share of the company upon payment of a subscription price of one cent per share. Pricing of the rights offering is mandated by Canadian Securities Exchange rules, which require the company to offer all existing shareholders a discount to purchase new shares in order to provide a meaningful incentive to all shareholders to participate in the rights offering. Upon completion of the rights offering and assuming all rights are exercised, the company will have 304,489,208 shares outstanding, of which the shares issued under the rights offering represent 50 per cent.
The company has also entered into a standby guaranty agreement with Game 7 Investments Inc. and Bosom Holdings Inc. (collectively, the standby guarantors), pursuant to which the standby guarantors have agreed, in order to ensure that the rights offering raises aggregate gross proceeds of at least $1,522,446.04, to subscribe for such number of shares as is necessary to make up any shortfall below $1,522,446.04 in aggregate subscriptions received from holders of rights.
Currently, the standby guarantors collectively hold 3.24 million shares, representing 2.13 per cent of the company's total issued and outstanding shares. If the standby guarantors acquire all of the shares under the standby guaranty, and their basic subscription privilege, the standby purchasers will hold 155,484,604 shares representing 51.06 per cent of the company's total issued and outstanding shares after the completion of the rights offering.
In consideration for the standby guaranty, the company will pay to the standby guarantors an aggregate standby fee equal to 5 per cent of the total amount of the standby guaranty. In addition, as consideration for their standby guaranty, the company will issue non-transferable bonus share purchase warrants to the standby guarantors entitling them to purchase up to a total 15,224,460 shares (7,612,230 per standby guarantor), being 10 per cent of the total number of shares the standby guarantors have committed to purchase, at a price of 20 cents per share for a period of five years from the expiry time (as defined herein).
It is expected that the rights will launch on Aug. 6, 2026, and will expire at 2 p.m. Pacific Time on or about Aug. 27, 2026, after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights under the basic subscription privilege will be entitled to subscribe for additional shares, if available, as a result of unexercised rights prior to the expiry time, subject to certain limitations as set out in the company's rights offering circular to be dated July 24, 2026, which will be filed on SEDAR+ under Planet Ventures' profile. The company expects to close the rights offering on or before Aug. 29, 2026.
The rights will be offered to shareholders resident in: (i) all provinces and territories of Canada except Quebec; and (ii) in all jurisdictions outside Canada and the United States, excluding any jurisdiction that does not provide a prospectus exemption substantially similar to the exemption provided in Canada or that otherwise requires obtaining any approvals of a regulatory authority in such jurisdiction or the filing of any document by Planet Ventures in such jurisdiction in connection with the rights offering.
Accordingly and subject to the detailed provisions of the circular, rights DRS statements and subscription forms will not be mailed to shareholders resident outside of the eligible jurisdictions, unless such shareholders are able to establish to the satisfaction of the company that they are eligible to participate in the rights offering. Registered shareholders who wish to exercise their rights must forward the completed subscription form, together with the applicable funds, to the rights agent, Computershare Investor Services Inc., on or before the expiry time. Shareholders who own their shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary. Shareholders who fully exercise their rights will be entitled to subscribe pro rata for additional shares not otherwise purchased, if any, as a result of unexercised rights prior to the expiry time, subject to certain limitations set out in the circular. After Aug. 20, 2026, the rights agent will the rights agent shall hold such DRS statements evidencing the rights held by ineligible holders (other than those shareholders from whom the company accepts subscriptions) until the expiry time, at which point the rights represented by such DRS statements shall be null and void.
The proceeds of the rights offering are expected to be used for capital investments and for general administrative expenses.
About Planet Ventures Inc.
Planet Ventures Inc. is an investment issuer that actively invests in disruptive companies across high-growth industries. Planet aims to build long-term shareholder value through strategic investments in innovative businesses.
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