Subject: Trenchant Technologies Capital Corp.
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File: '\\swfile\EmailIn\20251210 140805 Attachment TRENCHANT News Release announcing closing of convertible debenture private placement (December 2025).docx'
Trenchant Technologies Capital Corp. Announces Private Placement of $1.5 Million Convertible Debentures
VANCOUVER, BC - December 10, 2025 - Trenchant Technologies Capital Corp. (CSE: AITT; OTCQB: AITTF) ("Trenchant" or the "Company") is pleased to announce a private placement (the "Offering") of convertible debentures (each, a "Debenture") for gross proceeds of up to $1,500,000.
The Debentures will bear interest at a rate of 12% per annum and will mature one year from the date of issuance (the "Maturity Date"). The Company anticipates using the proceeds from the Offering for general working capital purposes.
At the sole option of the holder, the principal amount of the Debentures and accrued interest thereon may be converted into common shares in the capital of the Company (each, a "Share") at a conversion price of $0.10 per Share, subject to certain adjustments as provided for in the certificates representing the Debentures.
All securities issued in connection with the Debt Settlement and the Offering will be subject to a statutory hold period expiring four months and one day after the date of issuance of the Debentures.
Certain insiders may participate in the Debt Settlement and the Offering and would each be considered a "related party" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, any such issuance would be considered a "related party transaction" within the meaning of MI 61-101 but is expected to be exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares to be issued to each related party would not exceed 25% of the Company's market capitalization.
Board Update
The Company also announces that Jennie Choboter will be stepping down from the Board of Directors of Trenchant (the "Board"). The Board and management wish to thank Ms. Choboter for her valuable service and contributions during her tenure with the Company.
In Ms. Choboter's place, Jason Hawkins will be appointed to the Board, effective immediately.
Mr. Hawkins has over 25 years of capital markets experience in both investment and merchant banking. Over the course of his career, Mr. Hawkins has raised seed to late-stage financing for companies in the mining, oil and gas, technology and healthcare sectors.
ABOUT TRENCHANT TECHNOLOGIES CAPITAL
Trenchant Technologies Capital Corp. (CSE: AITT) is a forward-thinking investment issuer focused on supporting transformative ventures in artificial intelligence, quantum computing, and next-generation cybersecurity poised to reshape legacy industries.
ON BEHALF OF THE BOARD TRENCHANT CAPITAL CORP.
Per: "Thomas English"
Thomas English, Interim CEO
For further information, please contact:
Trenchant Technologies Capital Corp.
Tom English, Interim CEO. Phone: 416.918.9284
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the use of proceeds of the Offering, any closing conditions for Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Exchange approval of the Offering. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; and those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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