Agereh Announces Closing of Non-brokered Private Placement

Rhea-AI Summary

Agereh Technologies (TSXV:AUTO | OTCQB:CRBAF) closed a non-brokered private placement on November 20, 2025 issuing 6,409,259 Units at $0.0675 per Unit for aggregate gross proceeds of $432,624.98. Each Unit includes one common share and one warrant exercisable at $0.09 until November 18, 2027. The Offering used the LIFE Exemption under NI 45-106; Units issued under the LIFE Exemption are not subject to Canadian hold periods.

The board unanimously approved the Offering; a director purchased 250,000 Units (related party transaction exempt from formal MI 61-101 approval). Final TSX Venture Exchange acceptance is pending. Proceeds will be used for general corporate expenses and working capital.

Positive

• Gross proceeds of $432,624.98
• 6,409,259 Units issued immediately for working capital
• Insider participation of 250,000 Units signals aligned interest

Negative

• Potential dilution: 6,409,259 issued shares plus up to 6,409,259 warrants exercisable at $0.09
• TSXV acceptance of the Offering is still pending
• Insider shares subject to four-month hold period under TSXV policy

EDMONTON, AB / ACCESS Newswire / November 20, 2025 / Agereh Technologies Inc. ("Agereh" or the "Company") (TSXV:AUTO)(OTCQB:CRBAF) is pleased to announce that it has closed its previously announced non-brokered private placement (see press release of November 5, 2025) by issuing 6,409,259 units of the Company ("Units") at a price of $0.0675 per Unit for aggregate gross proceeds of $432,624.98 (the "Offering"). Each Unit consists of one common share (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant being exercisable to purchase one additional Common Share at a price of $0.09 until November 18, 2027.

The Offering was made pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Exemption") and other available exemptions pursuant to applicable securities laws. The Units and the Common Shares and Warrants underlying the Units issued to subscribers pursuant to the LIFE Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. A copy of the offering documents prepared by the Company in connection with the LIFE Exemption dated November 7, 2025 and November 13, 2025 is available electronically under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.agereh.com. Final acceptance by the TSX Venture Exchange (the "TSX-V") of the Offering is subject to the completion of customary post-closing filings.

The Company intends to use the proceeds from the Offering for general corporate expenses and working capital purposes. There are no finder's fees or other commissions payable in respect of the Offering.

Insider Participation

A director of the Company participated in the Offering and purchased 250,000 Units of the Company. Participation of the insider in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holdings in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval requirement of MI 61-101 pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the insiders' participation in the Offering does not exceed 25% of the market capitalization of the Company. The Offering has been unanimously approved by the board of directors of the Company, with the participating director abstaining from voting on his respective participation in the Offering. The Common Shares issued to insiders of the Company are subject to a four-month hold period pursuant to applicable policies of the TSX-V and are subject to final approval of the TSXV.

About Agereh Technologies Inc.

Agereh is a Canadian-based AI technology company whose platforms target advanced technology solutions for the transportation industry. The first application developed is harnessing the power of Artificial Intelligence to accurately predict the best financing scenario for consumers, all while keeping the consumer anonymous. Upcoming products will continue to deliver advanced technology solutions that address critical challenges in the transportation industry.

ON BEHALF OF THE BOARD OF DIRECTORS OF Agereh Technologies INC.

Ken Brizel, CEO

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

For further information please contact:

Ken Brizel
CEO

Tel: (800) 806-5058
Email: info@agereh.com
Website: www.agereh.com

Notice Regarding Forward-Looking Information:

This news release contains forward-looking statements including but not limited to statements regarding the Company's business, assets or investments, as well other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, investor interest in the business and prospects of the Company.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

SOURCE: Agereh Technologies Inc.

View the original press release on ACCESS Newswire

FAQ

How many Units did Agereh issue in the November 20, 2025 private placement (CRBAF)?

Agereh issued 6,409,259 Units at $0.0675 per Unit.

What proceeds did Agereh raise in the private placement for CRBAF on November 20, 2025?

The Offering raised aggregate gross proceeds of $432,624.98.

What are the warrant terms issued with Agereh Units (CRBAF)?

Each Unit included a warrant exercisable for one share at $0.09 until November 18, 2027.

Did any insiders participate in Agereh's November 20, 2025 financing (CRBAF)?

Yes; a director purchased 250,000 Units, a related party transaction exempt from formal MI 61-101 approval.

How will Agereh use the funds from the November 20, 2025 private placement (CRBAF)?

The company intends to use the proceeds for general corporate expenses and working capital.

Are the Units issued to LIFE Exemption subscribers subject to Canadian hold periods for CRBAF?

Units and underlying securities issued under the LIFE Exemption are not subject to a hold period under applicable Canadian securities laws.