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MTL Cannabis Corp
Symbol MTLC
Shares Issued 116,997,561
Close 2025-09-19 C$ 0.67
Market Cap C$ 78,388,366
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MTL Cannabis closes $2-million brokered offering

2025-09-19 17:22 ET - News Release

Mr. Michael Perron reports

MTL CANNABIS CORP. ANNOUNCES CLOSING OF $2 MILLION BROKERED LIFE OFFERING LED BY CENTURION ONE CAPITAL

MTL Cannabis Corp. has closed its previously announced financing of units of the company. A total of 3,147,999 units were sold under the offering at a price of 65 cents per unit (the issue price) for aggregate gross proceeds of $2,046,199.35. The offering was led by Centurion One Capital Corp. as lead agent and sole bookrunner.

The units were issued pursuant to Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106) and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Each unit consists 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 a price of 98 cents for a period of three years from the closing of the offering (the closing date).

The securities issued under the listed issuer financing exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

The offering was initially targeted at approximately $4-million; however, following discussions with the lead agent and strong investor interest, the company determined it was in the best interest of shareholders to complete a $2-million financing. This strategic decision allowed the company to focus on attracting a core group of high-quality, long-term investors who align with its vision and growth plans.

"We are very pleased with the outcome of this successful financing," said Mike Perron, chief executive officer of the company. "The interest we received exceeded the amount ultimately raised, but we strategically chose to close on a smaller, more disciplined transaction. This allows us to advance our plans with a strong and supportive shareholder base while minimizing dilution and maintaining flexibility."

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

In connection with the offering, the company paid a cash commission of $143,233.95 and issued 220,360 broker warrants and a corporate finance fee paid through the issuance of 157,400 units. Each broker warrant entitles the holder to acquire a unit at the issue price for a period of three years from the closing date.

Certain insiders of the company participated in the offering, acquiring an aggregate of 154,000 units on the same basis as other subscribers. The participation in the offering by insiders of the company constitutes a related party transaction as such term is defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company is relying on exemptions in MI 61-101 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 more than 25 per cent of the company's market capitalization.

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., that 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 quality cannabis.

It is MTL's goal for Abba Medix Corp. 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.

We seek Safe Harbor.

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