Zimtu Capital Corp. Announces Warrant Exercise Incentive Program

Rhea-AI Summary

Zimtu Capital Corp. (OTC:ZTMUF) announced a warrant exercise incentive program for 5,642,864 outstanding common share purchase warrants issued in private placements on Feb 21, 2023 (2,428,556 warrants), May 1, 2023 (2,751,808 warrants) and Jul 14, 2023 (462,500 warrants).

The Incentive Period runs from Oct 27, 2025 to Nov 26, 2025 (4:00 p.m. PDT). Each Eligible Warrant exercised during the period will generate one Incentive Warrant, exercisable at $0.75 per share for two years. Securities issued will be subject to a four-month-and-one-day statutory hold. Eligible Warrants remain exercisable on original terms until their original expiries; no Incentive Warrants will be issued for Eligible Warrants exercised after Nov 19, 2025. The program is subject to TSXV and other regulatory approvals.

Positive

• Incentive window from Oct 27–Nov 26, 2025 to accelerate warrant exercises
• Potential immediate cash proceeds from exercise of up to 5,642,864 eligible warrants
• Each exercised warrant yields an Incentive Warrant exercisable at $0.75 for two years

Negative

• Potential dilution of up to 11,285,728 common shares if all Eligible Warrants and Incentive Warrants are exercised
• No Incentive Warrants for Eligible Warrants exercised after Nov 19, 2025, which may limit uptake
• Incentive Program subject to TSXV final approval, creating conditionality for issuance

VANCOUVER, BC / ACCESS Newswire / October 24, 2025 / Zimtu Capital Corp. (TSXV:ZC)(FSE:ZCT1) (the "Company" or "Zimtu") announces a warrant exercise incentive program (the "Incentive Program") relating to outstanding common share purchase warrants (the "Eligible Warrants") set out in the table below. The Eligible Warrants were issued in connection with private placements.

Date of Issuance	No. of Warrants	Exercise Price	Expiry Date
February 21, 2023	2,428,556	$0.45	February 21, 2028
May 1, 2023	2,751,808	$0.50	May 1, 2026
July 14, 2023	462,500	$0.50	July 14, 2026

The Incentive Program is designed to encourage the early exercise of the Eligible Warrants during a 30-day period commencing on October 27 2025, and expiring at 4:00 p.m. (PDT) on November 26, 2025 (the "Incentive Period").

Under the terms of the Incentive Program, each holder who exercises an Eligible Warrant during the Incentive Period will receive, for each Eligible Warrant exercised, one additional common share purchase warrant (an "Incentive Warrant"). Each Incentive Warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of $0.75 per share for a period of two years from the date of issuance.

The common shares issuable upon exercise of the Eligible Warrants, and the Incentive Warrants will be issued to participating holders promptly following the expiry of the Incentive Period. The Incentive Warrants, and any common shares issued upon exercise thereof, will be subject to a statutory hold period of four months and one day from the date of issuance of the Incentive Warrants, in accordance with applicable Canadian securities laws.

Eligible Warrants that remain unexercised after the Incentive Period will continue to be exercisable on their original terms until their original expiry dates. However, no Incentive Warrants will be issued in respect of any Eligible Warrants exercised after November 19, 2025. The Incentive Program is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the final approval of the TSXV.

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.

This news release contains statements that are considered "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements") with respect to the Company, including, but not limited to, statements regarding the Incentive Program, the timing and implementation of the Incentive Program, the issuance of Incentive Warrants, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the use of words such as "expects", "plans", "anticipates", "believes", "intends", "estimates", "proposes", and similar expressions, or statements that events or conditions "will", "would", "may", "could" or "should" occur.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements.

These risks and uncertainties include, but are not limited to: the Company's ability to successfully implement the Incentive Program; the level of participation by holders of Eligible Warrants; the timing and availability of regulatory approvals; potential changes in market conditions or the trading price of the Company's common shares; the Company's ability to raise sufficient capital to fund its operations; general business, economic, and market conditions; changes in laws or regulations applicable to the Company; dependence on key management personnel; and competition within the industry. Additional risk factors are identified in the Company's most recent management discussion and analysis and other disclosure documents available under the Company's profile at www.sedarplus.ca.

There may also be other risk factors not presently known to the Company or that the Company currently believes are not material that could cause actual results or future events to differ materially from those expressed in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements and information.

All forward-looking information in this news release is made as of the date hereof. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are based on the reasonable beliefs, expectations, and opinions of management on the date the statements are made and involve numerous assumptions, known and unknown risks, and uncertainties.

SOURCE: Zimtu Capital Corp.

View the original press release on ACCESS Newswire

FAQ

What are the Eligible Warrant totals and expiry dates for ZTMUF in the Oct 24, 2025 incentive?

There are 5,642,864 Eligible Warrants: 2,428,556 expiring Feb 21, 2028; 2,751,808 expiring May 1, 2026; 462,500 expiring Jul 14, 2026.

How does Zimtu's Incentive Program for ZTMUF work and when is the window?

Holders who exercise Eligible Warrants between Oct 27 and Nov 26, 2025 receive one Incentive Warrant per warrant, exercisable at $0.75 for two years.

What is the maximum potential share dilution from Zimtu's Oct 24, 2025 program (ZTMUF)?

If all Eligible Warrants and resulting Incentive Warrants are exercised, dilution could total up to 11,285,728 new common shares.

Will Incentive Warrants issued under Zimtu's program be restricted?

Yes. Incentive Warrants and any shares issued on exercise will be subject to a statutory hold of four months and one day from issuance.

Is TSXV approval required for Zimtu's ZTMUF Incentive Program?

Yes. The Incentive Program is conditional on receipt of all regulatory approvals, including final TSXV approval.