Ms. Sage Berryman reports
ALUULA ANNOUNCES LIFE OFFERING
Aluula Composites Inc. has arranged a best-efforts brokered private placement offering for aggregate gross proceeds of $10,002,300, consisting of 3,031,000 units of the company at a price of $3.30 per unit. The offering will be conducted on a best-efforts basis by Canaccord Genuity Corp. as sole agent and bookrunner.
Each unit will consist of one common share in the capital of the company and half of one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the company at a price of $4.29 per common share at any time on or before that date that is 24 months after the closing date of the offering. The company may accelerate the expiry of the warrants if the common shares of the company trade on the TSX Venture Exchange (or any other Canadian stock exchange on which they are then listed) at a volume-weighted average price of $8.25 or more per common share for 30 consecutive trading days, subject to the terms of the warrants. The warrants will not be transferable.
The units will be offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in all of the provinces and territories of Canada. Pursuant to NI 45-106 and the order, the units issued to Canadian residents under the offering will not be subject to resale restrictions. The company is relying on the exemptions in Part 5A of NI 45-106 and the order and is qualified to distribute securities in reliance on the exemptions included therein.
The units are expected to be offered to investors in other qualifying jurisdictions, including the United States. The company expects to offer units to persons in the United States pursuant to Rule 506(b) of Regulation D (including qualified institutional buyers, as defined in Rule 144A, who are also accredited investors) adopted by the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended.
The company has granted the agent an option to purchase up to an additional 15 per cent of the number of units sold pursuant to the offering at a price per additional unit equal to the offering price, any time up to 48 hours prior to the closing date of the offering. The agent shall be entitled to the same cash commission and agent warrants in respect of any additional units issued and sold upon exercise of the agent option.
The company intends to use the net proceeds from the offering for expansion of manufacturing capacity through building a new facility and for general administrative and working capital purposes.
The offering is expected to close on or about Feb. 24, 2026, or such other date that is within 45 days from the date of this news release, as the company may decide. The offering remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals and compliance with the policies of the TSX-V. The company has engaged Genthod Global Advisory SA as a finder in connection with the offering.
There is an offering document related to the offering that will be made available under the company's profile on SEDAR+. The offering document will also be made available on the company's website. Prospective investors should read this offering document before making an investment decision.
About Aluula Composites Inc.
Aluula is an ultralight, high-performance and recycle-ready composite materials brand that enhances the performance of outdoor gear. Proudly owned and manufactured on the Canadian West Coast, Aluula's innovation is driven by a deep understanding that equipment does not need to sacrifice performance for sustainability. Aluula's materials are known for their unique construction capabilities and their ability to make products lighter, stronger and more sustainable.
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