Mr. Shibu Abraham reports
AMERITRUST ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF BROKERED OFFERING
Ameritrust Financial Technologies Inc., in connection with its previously announced brokered offering of: (i) debenture units (as defined below); and (ii) LIFE (listed issuer financing exemption) units (as defined below), has now closed the second and final tranche for additional aggregate gross proceeds of $3,365,000. The first tranche of the offering, for aggregate gross proceeds of $36,187,200, closed on Dec. 23, 2025, bringing the total aggregate gross proceeds of the offering to $39,552,200.
Jeff Morgan, Ameritrust's chief executive officer, commented: "I would like to thank the many existing shareholders who participated in our financing and welcome several new shareholders into the company. I would also like to acknowledge that every member of our management team participated in the financing, showing their commitment to Ameritrust. I am pleased to announce that we have funded our first lease from one of our dealer partners earlier this month and are starting to grow our lease portfolio. I look forward to providing all shareholders with updates going forward."
The company is also pleased to announce that John Wimsatt has been appointed to the position of chief investment officer, a position that he previously held at ECN Capital Corp. In September, 2024, Mr. Wimsatt was appointed as an adviser to Ameritrust's board to assist the company to identify and secure the formation of additional lease origination financing facilities. With initial lease origination financing now secured with a line of credit with the Bank of Texas, Mr. Wimsatt will utilize his experience and industry-wide contacts to securitize, or sell, the lease contracts to other financing partners, including banks, credit unions, insurance companies and private investment groups.
Pursuant to the second tranche of the offering, the company issued, on a private placement basis, 2,500 units of the company at a price of $1,000 per debenture unit for aggregate gross proceeds of $2.5-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. Under the second tranche, the company also issued 17.3 million units of the company at a price of five cents per LIFE unit for aggregate gross proceeds of $865,000. The features of the debenture units and LIFE units were set out in the company's news release on Dec. 23, 2025, in respect of the closing of the first tranche of the offering.
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 company intends to use the net proceeds from the offering to support the restart of lease originations in the first quarter of 2026 financing 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 in respect of the second tranche of the offering, the company paid the agents a cash commission of $118,250 and issued to the agents 865,000 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 Jan. 15, 2028.
The debenture units and broker warrants issued under the second tranche of the offering (and all underlying securities issued and issuable thereunder) are subject to a statutory hold period under Canadian securities laws until May 16, 2026. The life units (and all underlying securities issued and issuable thereunder) are not subject to a statutory hold period.
The offering remains subject to final acceptance by the TSX Venture Exchange.
Ameritrust also announces that it has entered into an advertising and investor awareness campaign with Dig Media Inc., doing business as Investing News Network (INN). INN is a private company headquartered in Vancouver, B.C., dedicated to providing independent news and education to investors since 2007. For the 12-month term of the agreement, INN will provide advertising to increase awareness of Ameritrust. INN does not provide investor relations or market making services. The cost of the campaign is $40,000 and has been paid in full. INN currently holds no securities in Ameritrust.
About Ameritrust Financial Technologies Inc.
Ameritrust, 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 among consumers, dealers and financiers. Ameritrust's platform is being made available across the United States.
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