Metaguest.AI Inc. Announces Initial Closing of Non-Brokered Private Placement

Rhea-AI Summary

Metaguest.AI (MGSTF) closed the first tranche of a non-brokered private placement, issuing 2,452,000 units at $0.05 for gross proceeds of $122,600. Each unit includes one share and 3/8 of a warrant, exercisable at $0.12 for 24 months.

Net proceeds will fund debt repayment, working capital, growth initiatives, marketing, and general corporate purposes. A director participated, making the financing a related party transaction under MI 61-101, with exemptions relied upon. Securities carry a four-month-and-one-day hold period. Additional tranches are planned, subject to conditions.

Positive

• First tranche raises $122,600 through 2,452,000 units at $0.05
• Attached warrants at $0.12 create potential follow-on capital over 24 months
• Proceeds earmarked for debt repayment and growth initiatives
• Non-brokered structure may reduce transaction and commission costs

Negative

• Issuance of 2,452,000 new shares plus warrants dilutes existing shareholders
• All first-tranche securities face a four-month-and-one-day resale restriction
• Director participation makes this a related party transaction under MI 61-101
• Planned additional tranches could further increase the outstanding share count

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - June 1, 2026) - Metaguest.AI Inc. (CSE: METG) ("Metaguest" or the "Company"), a leader in AI-driven guest engagement and commerce solutions for the hospitality industry, is pleased to announce that it has completed the initial tranche (the "First Tranche") of its previously announced non-brokered private placement (the "Offering").

Pursuant to the First Tranche, the Company issued 2,452,000 units (the "Units") at a price of $0.05 per Unit for aggregate gross proceeds of $122,600.

Each Unit is comprised of one common share and three-eighths (3/8) of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at a price of $0.12 per share for a period of 24 months from the date of issuance.

The Company intends to complete additional tranches of the Offering, subject to market conditions and customary closing conditions.

The net proceeds of the Offering are expected to be used for repayment of debt, general working capital, growth initiatives, marketing, and general corporate purposes.

All securities issued pursuant to the First Tranche are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

A director of the Company participated in the First Tranche (the "Insider Participation"). The Insider Participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Insider Participation does not exceed 25% of the Company's market capitalization.

The Offering is being conducted pursuant to available prospectus exemptions in applicable Canadian jurisdictions.

About Metaguest.AI Incorporated

Metaguest.AI is a next-generation technology company focused on enhancing the guest experience through advanced AI solutions. Its flagship platform provides an end-to-end guest engagement ecosystem, covering everything from pre-arrival to post-departure. Features include on-property e-commerce with digital payments, real-time service requests, mobile check-out, personalized in-room controls, local experience and event bookings, and a multilingual virtual concierge-all accessible without downloading an app or visiting a website. Hotels, resorts, and short-term rental operators use Metaguest to boost efficiency, drive incremental revenue, and elevate customer satisfaction.

For more information about Metaguest and its innovative digital concierge services, please visit http://www.metaguest.ai or please contact:

Colin Keddy, Director
Email: colin@metaguest.ai
Tel: 613-907-9159

Robert Lelovic, Chief Financial Officer
Email: robert@metaguest.ai
Tel: 416-302-0779

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299577

FAQ

What did Metaguest.AI (MGSTF) announce on June 1, 2026 about its private placement?

Metaguest.AI announced the initial closing of a non-brokered private placement, raising $122,600 from 2,452,000 units at $0.05. According to Metaguest, each unit includes one common share and a fractional warrant, with further tranches expected subject to market and customary conditions.

What are the terms of the Metaguest.AI (MGSTF) units and warrants in the June 2026 financing?

Each Metaguest.AI unit consists of one common share and three-eighths of a warrant, priced at $0.05 per unit. According to Metaguest, each whole warrant allows purchase of one share at $0.12 for 24 months from issuance, providing potential additional equity funding.

How will Metaguest.AI (MGSTF) use the proceeds from the first tranche of its private placement?

Metaguest.AI plans to use net proceeds for debt repayment, working capital, growth initiatives, marketing, and general corporate purposes. According to Metaguest, the $122,600 raised in the first tranche is intended to support both balance sheet needs and ongoing business expansion efforts.

What is the hold period on Metaguest.AI (MGSTF) securities issued in the June 2026 private placement?

All securities from Metaguest.AI’s first-tranche private placement are subject to a four-month-and-one-day statutory hold. According to Metaguest, this resale restriction is required under applicable securities laws and delays when investors can freely trade the newly issued shares and warrants.

Did insiders participate in the June 2026 Metaguest.AI (MGSTF) private placement, and what are the regulatory implications?

A Metaguest.AI director participated in the first tranche, creating a related party transaction under MI 61-101. According to Metaguest, the company relied on exemptions from formal valuation and minority approval because the insider’s participation is below 25% of market capitalization.

Will Metaguest.AI (MGSTF) complete more tranches of its non-brokered private placement?

Metaguest.AI intends to complete additional tranches of its non-brokered private placement, subject to market and closing conditions. According to Metaguest, future tranches would involve issuing more units under available prospectus exemptions in Canadian jurisdictions, potentially increasing total capital raised.