01:13:44 EDT Tue 05 May 2026
Enter Symbol
or Name
USA
CA



Pool Safe Inc.
Symbol POOL
Shares Issued 13,808,725
Close 2026-04-29 C$ 0.20
Market Cap C$ 2,761,745
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ORIGINAL: Pool Safe Inc. Announces Closing of Concurrent Non-Brokered Private Placements of Common Shares and Senior Secured Convertible Debentures for Gross Proceeds of $3 Million

2026-05-04 17:44 ET - News Release

Toronto, Ontario--(Newsfile Corp. - May 4, 2026) - Pool Safe Inc. (TSXV: POOL) ("Pool Safe" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placements, raising aggregate gross proceeds of approximately $3.02 million consisting of: (i) a private placement of common shares of the Company (the "Shares") for gross proceeds of $1,011,550 at a price of $0.30 per Share (the "Equity Offering"); and (ii) a private placement of $2,009,000 principal amount of senior secured convertible debentures of the Company (each, a "Convertible Debenture") at a price of $1,000 per Convertible Debenture (the "Debenture Offering"; together with the Equity Offering, the "Offerings").

In connection with the Debenture Offering, each Convertible Debenture bears interest at a rate of 12% per annum, payable quarterly on the fifth business day of each quarter in cash and will mature on the date that is 36 months from the applicable closing date. Each Convertible Debenture will be convertible, at the option of the holder, into Shares (the "Underlying Shares") at a conversion price of $0.50 per Underlying Share until maturity. The Convertible Debentures will not be listed on any exchange.

The Convertible Debentures will be senior secured obligations of the Company and are secured by (i) a general security agreement over all present and after-acquired assets of the Company and (ii) an assignment of revenues and receivables under key revenue-generating contracts of the Company, including the LounGenie contracts, in each case to the extent permitted and subject to required third-party consents, as set out in the definitive documentation.

The net proceeds from the Offerings are expected to be used for the purchase of inventory for LounGenie deployments, repayment of the Company's senior secured debenture and other legacy debt, and general working capital purposes.

The Offerings were completed by way of private placement exemptions in all provinces of Canada and in such jurisdictions outside of Canada (including the United States) as may be agreed by the Company, provided that no prospectus filing or comparable obligation arises in any such jurisdiction. All securities issued under the Offerings (including the Shares, Convertible Debentures and Underlying Shares) are subject to a statutory hold period of four months and one day from the closing date. Final approval of the Offerings is being sought by the Company under the policies of the TSX Venture Exchange ("TSXV").

Certain insiders of the Company subscribed for an aggregate of 133,333 Shares for $40,000 under the Equity Offering, which constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the acquired securities by such insiders did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The insider private placements were approved by the disinterested directors of the Company who concluded that the private placements were entered into on market terms and were fair to minority security holders.

No finder's fees or payments were made in connection with the Offerings.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Pool Safe Inc.

Pool Safe Inc. designs, develops and distributes a product known as LounGenie, which functions as a multipurpose personal poolside attendant. LounGenie by Pool Safe Inc. is designed to provide safety, convenience, and peace of mind for hotels, resorts, waterparks, and cruise ship guests. Conveniently located alongside pool or beach lounge chairs, the LounGenie is a unique way of providing vacationers with a comforting sense of security for their belongings, while offering the vendor opportunities to increase F&B sales, expedite customer service and drive revenue. For more information, please visit loungenie.com or poolsafeinc.com.

For further information:

Pool Safe Inc.
Steven Glaser, COO, CFO and Director
T: 416-630-2444
E: sglaser@poolsafeinc.com

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes statements regarding: (i) the Company's intended use of the net proceeds of the Offerings; (ii) the Company's expectations regarding the creation, scope and enforceability of the security package for the Convertible Debentures, including obtaining any required third-party consents in connection with the assignment of revenues and receivables under the Company's contracts; and (iii) the receipt of required corporate and regulatory approvals in connection with the Offerings, including (as applicable) final acceptance of the TSXV.

In making the forward-looking information in this news release, the Company has made certain material assumptions, including: that the net proceeds will be deployed in the manner currently anticipated; that required third-party consents (if any) relating to the security package will be obtained on acceptable terms and in a timely manner; and that required corporate and regulatory approvals (including, as applicable, final TSXV acceptance) will be obtained in a timely manner.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including: the risk that the Company's use of proceeds differs from current expectations due to operational requirements or other factors; the risk that required third-party consents are delayed, not obtained or are obtained on terms that are not acceptable to the Company; the risk that required corporate or regulatory approvals (including, as applicable, TSXV acceptance) are delayed or not obtained; and general economic, market and business conditions. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295889

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