AmeriTrust Announces Closing of Second and Final Tranche of Brokered Offering

Rhea-AI Summary

AmeriTrust (TSXV:AMT / OTCQB:AMTFF) closed the second and final tranche of its brokered offering on January 15, 2026, raising $3,365,000 in the tranche and $39,552,200 in total gross proceeds from both tranches. The second tranche comprised 2,500 Debenture Units at $1,000 each (total $2,500,000) and 17,300,000 LIFE Units at $0.05 each (total $865,000). Agents received $118,250 cash and 865,000 broker warrants exercisable at C$0.05 until January 15, 2028.

The company appointed John Wimsatt as Chief Investment Officer, secured initial lease origination funding with a Bank of Texas line of credit, and plans to use net proceeds to restart lease originations in Q1 2026 and for working capital. The securities are subject to customary hold periods and the offering is subject to final TSXV acceptance.

Positive

• Total gross proceeds of $39.55M from the offering
• Second tranche raised $3.365M to fund operations
• Appointed John Wimsatt as Chief Investment Officer
• Initial lease originations funded with a Bank of Texas line of credit
• Net proceeds earmarked to restart lease originations in Q1 2026

Negative

• Agents paid $118,250 cash commission for second tranche
• 865,000 broker warrants issued at C$0.05 could dilute shareholders on exercise
• Debenture Units carry convertible unsecured debentures that may convert into shares

Not for distribution to U.S. Newswire Services or Dissemination in the United States

TORONTO, ONTARIO / ACCESS Newswire / January 15, 2026 / AmeriTrust Financial Technologies Inc. (TSXV:AMT)(OTCQB:AMTFF)(Frankfurt:1ZVA) ("AmeriTrust", "AMT" or the "Company"), a fintech platform targeting automotive finance is pleased to announce that in connection with its previously announced brokered offering (the "Offering") of (i) Debenture Units (as defined below) and, (ii) Life Units (as defined below), it has now closed the second and final tranche for additional aggregate gross proceeds of $3,365,000. The first tranche of the Offering for aggregate gross proceeds of $36,187,200 closed on December 23, 2025, bringing the total aggregate gross proceeds of the Offering to $39,552,200.

Jeff Morgan, AmeriTrust's CEO, commented: "I would like to thank the many existing shareholders who participated in our financing and welcome several new shareholders into the Company. I would also like to acknowledge that every member of our management team participated in the financing, showing their commitment to AmeriTrust. I am pleased to announce that we have funded our first lease from one of our dealer partners earlier this month and are starting to grow our lease portfolio. I look forward to providing all shareholders with updates going forward."

The Company is also pleased to announce that John Wimsatt has been appointed to the position of Chief Investment Officer, a position that he previously held at ECN Capital Corp. (TSX: ECN). In September 2024, John was appointed as an Advisor to AmeriTrust's Board to assist the Company to identify and secure the formation of additional lease origination funding facilities. With initial lease origination funding now secured with a line of credit with the Bank of Texas, John will utilize his experience and industry-wide contacts to securitize, or sell, the lease contracts to other funding partners including banks, credit unions, insurance companies, and private investment groups.

Pursuant to the second tranche of the Offering, the Company issued, on a private placement basis, 2,500 units of the Company (the "Debenture Units") at a price of $1,000 per Debenture Unit for aggregate gross proceeds of $2,500,000. Each Debenture Unit consisted of one senior unsecured principal amount $1,000 convertible debenture of the Company (the "Debentures") and approximately 11,765 common share purchase warrants of the Company (the "Warrants"). Under the second tranche, the Company also issued 17,300,000 units of the Company (the "Life Units") at a price of $0.05 per LIFE Unit for aggregate gross proceeds of $865,000 (the "LIFE Offering"). The features of the Debenture Units and LIFE Units were set out in the Company's press release on December 23, 2025 in respect of the closing of the first tranche of the Offering.

The LIFE Offering was conducted pursuant to the "listed issuer financing exemption" under Part 5A of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in the provinces of Canada, except for Québec.

The Company intends to use the net proceeds from the Offering to support the re-start of lease originations in the first quarter of 2026 funding both "flow" and "haircut capital" under facilities entered into by a bankruptcy remote trust established by the Company and for working capital purposes.

Clarus Securities Inc. and Cormark Securities Inc., acted as co-lead agents (together, the "Agents") in connection with the Offering. In consideration for their services in respect of the second tranche of the Offering, the Company paid the Agents a cash commission of $118,250 and issued to the Agents 865,000 Common Share purchase warrants (the "Broker Warrants") on closing. Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of C$0.05 at any time on or before January 15, 2028.

The Debenture Units and Broker Warrants issued under the second tranche of the Offering (and all underlying securities issued and issuable thereunder) are subject to a statutory hold period under Canadian securities laws until May 16, 2026. The Life Units (and all underlying securities issued and issuable thereunder) are not subject to a statutory hold period.

The Offering remains subject to final acceptance by the TSXV.

AmeriTrust also announces that it has entered into an advertising and investor awareness campaign with Dig Media Inc. dba Investing News Network ("INN"). INN is a private company headquartered in Vancouver, B.C., dedicated to providing independent news and education to investors since 2007 at www.investingnews.com. For the 12 month term of the agreement, INN will provide advertising to increase awareness of AmeriTrust. INN does not provide Investor Relations or Market Making services. The cost of the campaign is $40,000 and has been paid in full. INN currently holds no securities in AmeriTrust.

About AmeriTrust Financial Technologies Inc.

AmeriTrust Financial Technologies Inc., listed on the TSXV, OTCQB, and Frankfurt markets, is a finance solution and fintech provider disrupting the automotive industry. AmeriTrust's integrated, cloud-based transaction platform facilitates transactions amongst consumers, dealers, and funders. AmeriTrust's platform is being made available across the United States.

For further information, please visit the AmeriTrust website or contact:

Shibu Abraham
Chief Financial Officer and Director
E: info@ameritrust.com
P: 1-800-600-6872

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements relating to the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects", "believes" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the intended use of proceeds, the receipt of all regulatory approvals including final acceptance of the TSXV, future plans and objectives of the Company including the immediate restart of lease originations, strategic roll-outs and state expansions, targeted market share, the intention to grow the business, operations, and existing and potential activities of the Company, future prospects of the Company, the ability of the Company to execute on its business plan and the anticipated benefits of the Company's business plan, negotiations with potential funding partners and the ability of the Company to secure additional funding, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, we cannot guarantee that any forward-looking statement will materialize, and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as at the date of this news release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: AmeriTrust Financial Technologies Inc.

View the original press release on ACCESS Newswire

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FAQ

How much did AmeriTrust (AMTFF) raise in total from the brokered offering?

AmeriTrust raised aggregate gross proceeds of $39,552,200 from both tranches of the offering.

What securities were issued in the second tranche of AmeriTrust's offering (AMTFF)?

The second tranche issued 2,500 Debenture Units at $1,000 each and 17,300,000 LIFE Units at $0.05 each.

How will AmeriTrust (AMTFF) use the net proceeds from the offering?

Net proceeds are intended to fund the restart of lease originations (flow and haircut capital) in Q1 2026 and for working capital.

When do the broker warrants issued to agents for AmeriTrust (AMTFF) expire?

The 865,000 broker warrants are exercisable at C$0.05 until January 15, 2028.

Are the securities from AmeriTrust's second tranche subject to a hold period?

Debenture Units and broker warrants are subject to a statutory hold period under Canadian law until May 16, 2026; LIFE Units are not.

What recent senior hire did AmeriTrust (AMTFF) announce and why does it matter?

AmeriTrust appointed John Wimsatt as Chief Investment Officer to help securitize or sell lease contracts and expand funding partnerships.