Zimtu Capital Corp. Announces Closing of Warrant Exercise Incentive Program

Zimtu Capital Corp (OTC:ZTMUF) completed a warrant exercise incentive program on December 1, 2025, issuing 4,359,687 incentive warrants exercisable at $0.75 until November 28, 2027.

Rhea-AI Summary

Zimtu Capital Corp (OTC:ZTMUF) completed a warrant exercise incentive program on December 1, 2025, issuing 4,359,687 incentive warrants exercisable at $0.75 until November 28, 2027.

Eligible holders exercised 4,359,687 warrants for aggregate gross proceeds of $2,090,802.65. Proceeds will be used for general working capital. Outstanding non‑exercised warrants remain on existing terms. Issued securities are subject to a four‑month plus one day hold period.

Insiders exercised 564,287 warrants; the company relied on MI 61‑101 exemptions for this related party participation.

Positive

• Gross proceeds of $2,090,802.65 received
• Issued 4,359,687 incentive warrants at $0.75

Negative

• Potential dilution of 4,359,687 common shares if exercised
• Insider participation of 564,287 warrants is a related‑party transaction

Argus Jan 20 session

-25.93% close to close Open Argus

Details

News Market Reaction – ZTMUF

On Jan 20, the first trading day after this news, ZTMUF closed 25.93% below the previous close.

Data tracked by StockTitan Argus for the Jan 20 session.

Key Figures

Incentive warrants issued: 4,359,687 warrants Incentive warrant exercise price: $0.75 per share Gross proceeds: $2,090,802.65 +5 more

Incentive warrants issued

4,359,687 warrants

Aggregate incentive warrants under the Incentive Program

Incentive warrant exercise price

$0.75 per share

Exercise price until November 28, 2027

Gross proceeds

$2,090,802.65

Total from 4,359,687 warrants exercised

Tranche 1 warrants exercised

1,780,817 warrants at $0.45

Original issuance date February 21, 2023

Tranche 2 warrants exercised

2,116,370 warrants at $0.50

Original issuance date May 1, 2023

Tranche 3 warrants exercised

462,500 warrants at $0.50

Original issuance date July 14, 2023

Insider participation

564,287 warrants

Warrants exercised by directors and officers

MI 61-101 threshold

25% of market capitalization

Fair market value threshold for exemptions relied upon

Key Terms

warrants, incentive warrants, related party transaction, Multilateral Instrument 61-101, +4 more

8 terms

warrants financial

"The Eligible Holders exercised an aggregate of 4,359,687 warrants (the "Warrants")..."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

incentive warrants financial

"the Company has completed its warrant exercise incentive program ... by issuing an aggregate 4,359,687 incentive warrants"

Incentive warrants are tradable rights that let the holder buy a company’s shares at a fixed price for a limited time, issued to motivate or reward partners, advisers, or investors. Think of them as a discounted ticket to buy stock later: they can add potential upside if the share price rises but can also dilute existing shareholders and change future cash flow when exercised, so investors watch them closely.

related party transaction financial

"the participation by the Insiders in the Incentive Program constitute a related party transaction within the meaning of Multilateral Instrument 61-101"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

Regulation S regulatory

"as such term is defined in Regulation S under the United States Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

United States Securities Act of 1933 regulatory

"under the United States Securities Act of 1933, as amended (the "1933 Act")"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

hold period regulatory

"are subject to a four month and one day hold period from the date of the issuance"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

market capitalization financial

"does not exceed 25% of the Company's market capitalization"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

View in glossary

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VANCOUVER, BC / ACCESS Newswire / December 1, 2025 / Zimtu Capital Corp. (TSXV:ZC)(FSE:ZCT1) (the "Company" or "Zimtu") is pleased to announce that, further to its news release dated October 24, 2025, the Company has completed its warrant exercise incentive program (the "Incentive Program") by issuing an aggregate 4,359,687 incentive warrants (the "Incentive Warrants") to eligible warrant holders (the "Eligible Holders") who participated in the Incentive Program. Each Incentive Warrant is exercisable into one common share of the Company at an exercise price of $0.75 per share until November 28, 2027.

The Eligible Holders exercised an aggregate of 4,359,687 warrants (the "Warrants") for total gross proceeds of $2,090,802.65 as follows:

No. of Warrants Exercised	Exercise Price	Issuance Date
1,780,817	$0.45	February 21, 2023
2,116,370	$0.50	May 1, 2023
462,500	$0.50	July 14, 2023

Any outstanding Warrants that were not exercised as part of the Incentive Program will remain outstanding and continue to be exercisable on their existing terms. The proceeds received from the exercise of the Warrants will be used by the Company for general working capital purposes.

The Incentive Warrants and the common shares issuable upon exercise of the Incentive Warrants are subject to a four month and one day hold period from the date of the issuance of the Incentive Warrants pursuant to applicable Canadian securities laws.

Certain directors and officers of the Company (the "Insiders") exercised an aggregate 564,287 Warrants and will receive an aggregate of 564,287 Incentive Warrants, and, as a result, the participation by the Insiders in the Incentive Program constitute a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Warrants received by the Insiders does not exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein to, or for the account or benefit of, persons in the United States or U.S. persons ("U.S. Persons"), as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act"). The securities described herein have not been and will not be registered under the 1933 Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

About Zimtu Capital Corp.

Zimtu Capital Corp. is a public investment issuer that aspires to achieve long-term capital appreciation for its shareholders. Zimtu Capital companies may operate in the fields of mineral exploration, mining, technology, life sciences or investment. The Company trades on the TSX Venture Exchange under the symbol "ZC" and Frankfurt under symbol "ZCT1". For more information, please visit https://www.zimtu.com.

On Behalf of the Board of Directors

ZIMTU CAPITAL CORP.

"Sean Charland"
Sean Charland
President & Director
Phone: 604.681.1568

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 NEWS RELEASE.

SOURCE: Zimtu Capital Corp.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Zimtu Capital (ZTMUF) announce on December 1, 2025?

Zimtu completed a warrant exercise incentive program issuing 4,359,687 incentive warrants and raised $2,090,802.65 in gross proceeds.

How many incentive warrants did ZTMUF issue and at what price?

The company issued 4,359,687 incentive warrants, each exercisable at $0.75 until November 28, 2027.

How will Zimtu use the proceeds from the warrant exercises?

Proceeds of $2,090,802.65 will be used for general working capital purposes.

Did Zimtu insiders participate in the ZTMUF incentive program?

Yes; insiders exercised 564,287 warrants and received the same number of incentive warrants, treated as a related‑party transaction.

Are the incentive warrants issued by Zimtu immediately tradable?

No; the incentive warrants and underlying shares are subject to a four‑month plus one day hold period under Canadian securities laws.

What happens to outstanding Zimtu warrants not exercised in the program?

Any outstanding warrants not exercised remain outstanding and continue on their existing terms.