Mr. Michael Perron reports

MTL CANNABIS CORP. ANNOUNCES UP TO $4 MILLION BROKERED LIFE OFFERING LED BY CENTURION ONE CAPITAL

MTL Cannabis Corp. has entered into an agreement with Centurion One Capital Corp. (C1C) as lead agent and sole bookrunner, in connection with a brokered private placement of units, on a commercially reasonable efforts basis, for aggregate gross proceeds of up to $4-million. The lead agent will have the option to sell up to an additional $1.75-million in units, exercisable at any time up to 48 hours prior to the closing date (as defined herein).

Each unit will be issued at a price equal to 65 cents, and will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one common share at an exercise price equal to a price of 98 cents for a period of three years following the date of issuance.

The company intends to use the net proceeds from the offering for capital expenditures and brand awareness and marketing activities.

It is anticipated that certain insiders of the company, the lead agent and certain affiliates may acquire units in the offering in amounts up to approximately 25 per cent of the offering. Any participation by insiders in the offering will constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders, is expected to exceed 25 per cent of the company's market capitalization.

The offering will be conducted under the listed issuer financing exemption (LIFE) pursuant to Part 5A of National Instrument 45-106, Prospectus Exemptions, and Canadian Securities Administrators Coordinated Blanket Order 45-953, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued under the LIFE will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

There is an offering document related to this offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The units will be offered for sale in the provinces of British Columbia, Alberta and Ontario, and such other jurisdictions outside of Canada and in the United States as may be agreed to by the lead agent and the company. In the United States, the units will be offered on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and only to accredited investors as defined in Regulation D thereunder.

The offering is expected to close on or about Aug. 22, 2025, or such other date as the company and the lead agent may agree, and may close in one or more tranches. Closing is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.

About MTL Cannabis Corp.

MTL Cannabis is the parent company of: Montreal Medical Cannabis Inc.), a licensed producer operating from a 57,000-square-foot licensed indoor grow facility in Pointe Claire, Que.; Abba Medix Corp., a licensed producer in Pickering, Ont., which operates a leading medical cannabis marketplace; IsoCanMed Inc., a licensed producer in Louiseville, Que., growing best-in-class indoor cannabis, in its 64,000-square-foot production facility; and Canada House Clinics Inc., operating clinics across Canada that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions.

As a flower-first company built for the modern street, MTL Cannabis uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. MTL Cannabis focuses on craft quality cannabis products, including lines of dried flower, prerolls and hash marketed under the MTL Cannabis, Low Key by MTL and R'belle brands for the Canadian market through nine distribution arrangements with various provincial cannabis distributors. MTL Cannabis has also developed several export channels for bulk and unbranded GACP (good agricultural and collection practices) quality cannabis.

It is MTL's goal for Abba Medix to become the leading distributor of medical cannabis in Canada and for Canada House Clinics to be the leading Canadian provider of medical cannabis clinic services.

About Centurion One Capital

Centurion One Capital is the premier independent investment banking firm dedicated to fuelling the growth and success of growth companies in North America. With an unwavering commitment to delivering comprehensive financial solutions and strategic guidance, Centurion One is a trusted strategic partner and catalyst to propel issuers to unlock their full potential. Its team comprises seasoned professionals who combine extensive financial expertise with deep knowledge of various sectors. It takes a pro-active and results-driven approach, working closely with its clients to develop tailored strategies and execute transactions that maximize value and drive long-term success.

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