Star Metro - AmeriTrust Announces Brokered Offering of up to $60,000,000

TORONTO, ONTARIO / ACCESS Newswire / October 7, 2025 / AmeriTrust Financial Technologies Inc. (TSXV:AMT)(OTCQB:AMTFF)(Frankfurt:1ZVA) ("AmeriTrust", "AMT" or the "Company"), a fintech platform targeting automotive finance is announcing that it has entered into an agreement with Clarus Securities Inc. (the "Agent") in connection with a best efforts brokered offering (the "Offering") consisting of (i) a Debenture Offering (as defined below) of up to $45 million and, (ii) a LIFE Offering (as defined below) of up to $15million, in each case subject to increase upon exercise of the Agent's Option (as defined below).

Jeff Morgan, CEO of the Company, stated, "Along with the incredible support anticipated from our existing shareholders, I am excited to welcome new potential strategic investors to our register. Also, I am proud to say that myself, the Board of Directors, the executive team, and many of the employees of AmeriTrust intend to participate in this financing." Mr. Morgan continued "The business is at an inflection point as we are expecting to re-start lease originations immediately. This capital is not only to be used for lease originations, but for providing additional capital support for our incoming finance partners for our larger lease facilities. I believe that an owner's mentality starts with alignment and in that regard, our team has made significant commitments to provide capital to re-start originations."

The Closing Date of the Offering is anticipated to occur on or about October 23, 2025 and is subject to certain conditions and the receipt of applicable regulatory approvals including approval of the TSXV.

Use of Capital

The Company intends to use the net proceeds from the Offering to support the re-start of lease originations in the fourth quarter of 2025 funding both "flow" and "haircut capital" under facilities entered into by a bankruptcy remote trust established by the Company and for working capital purposes.

This capital will be the catalyst to immediately start new originations, increase revenue generation, and overall growth of AmeriTrust. The Company intends to begin immediately with both direct and indirect originations in Texas to start, with new originations in Florida and California expected to follow. In January 2026, the Company plans to commence a strategic roll out to expand across the US dealer market with a goal to obtain 1% market share in the next few years. All new states will be announced in future press releases as the Company expands originations.

Details of Debenture Offering

The Company is proposing to issue and sell up to 45,000 units of the Company (the "Debenture Units") at a price of $1,000 per Debenture Unit for aggregate gross proceeds of up to $45 million (the "Debenture Offering") Each Debenture Unit will consist of one senior unsecured principal amount $1,000 convertible debenture of the Company (the "Debentures") and10,000common share purchase warrants of the Company (the "Warrants"). Each Warrant will entitle the holder to purchase one common share of the Company (the "Common Shares") at a price of $0.15 for a period commencing 60 days following the closing of the Offering (the "Closing Date") until 60 months following the Closing Date (the "Exercise Period"), subject to an accelerated expiry in the event that anytime after 18 months following the Closing Date the daily volume weighted average trading price of the Common Shares (the "VWAP") on the TSX Venture Exchange (the "TSXV") or other Canadian stock exchange on which the Common Shares are principally traded, equals or exceeds $0.30 for a 30 consecutive trading day period (the "Early Acceleration").

The Debentures will mature five years from the Closing Date (the "Maturity Date") and pay interest at8% per annum from the Closing Date, payable quarterly in arrears commencing on December 31, 2025.

The Debentures will be convertible at the holder's option into Common Shares at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption of the Debentures. The Debentures will convert at a conversion price of $0.10 per Common Share (the "Conversion Price"), being a ratio of 10,000 Common Shares per $1,000 principal amount of Debentures, subject to adjustment in certain events. The Conversion Price represents a premium of 66% relative to the closing price of the Common Shares on the TSXV on October 6, 2025. Holders converting their Debentures will receive accrued and unpaid interest thereon, up to, but excluding, the date of conversion. The conversion rate may be adjusted upon the occurrence of certain events, pursuant to standard anti-dilution provisions as will be set out in the indenture governing the Debentures.

The Company shall also have the right, but not the obligation, to force an early conversion of the Debentures at the Conversion Price, if at any time after the date that is 18 months following the Closing Date, the VWAP on the TSXV equals or exceeds $0.20 for a 30 consecutive trading day period; provided that holders will also receive an additional quarterly interest payment.

After the date that is 18 months following the Closing Date and prior to the Maturity Date, the Company may, at its option, at any time and from time to time, subject to providing not less than 30 days and not more than 60 days' prior notice, redeem the Debentures, in whole or in part pro rata, at a redemption price (payable in cash) which is equal to 102%of the principal amount thereof, plus accrued and unpaid interest up to the date of redemption.

The Debentures will be unsecured but will rank senior in right of payment of principal and interest to all other unsecured obligations of the Company. The Company will also agree not to issue any debt that would subordinate the Debentures in the capital structure in an amount exceeding $25 million without the prior consent of the majority of the holders of the Debentures.

The Debenture Offering is being conducted on a private placement basis (i) in Canada pursuant to exemptions from the prospectus requirements of applicable securities laws in the provinces of Canada, except for Québec, (ii) in the United States pursuant to available exemptions under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (iii) in such other jurisdictions outside of Canada and the United States pursuant to available prospectus or registration exemptions in compliance with applicable laws. All securities issued in connection with the Debenture Offering will be subject to a four (4) months plus one (1) day hold period from the Closing Date under Canadian securities laws.

Details of LIFE Offering

The Company is also proposing to issue and sell up to 214,285,714 units of the Company (the "Life Units") at a price of $0.07 per LIFE Unit for aggregate gross proceeds of up to $15million (the "LIFE Offering"). Each LIFE Unit will consist of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.15 during the Exercise Period, subject to the Early Acceleration.

The LIFE Offering is being 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 (together, the "Listed Issuer Financing Exemption") in the provinces of Canada, except for Québec. The Units may also be sold to purchasers in the United States pursuant to available exemptions under the U.S. Securities Act and such other jurisdictions outside of Canada and the United States as agreed to between the Company and the Agent pursuant to available prospectus or registration exemptions in compliance with applicable laws.

The Units will be issued pursuant to the Listed Issuer Financing Exemption and as such will not be subject to a "hold period" pursuant to applicable Canadian securities laws. There is an offering document dated October 7, 2025 related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.ameritrust.com. Prospective investors purchasing under the Listed Issuer Financing Exemption should read the offering document before making an investment decision.

Agent's Commission

In connection with the Debenture Offering, the Agent will be entitled to a cash commission equal to 6.0% of the gross proceeds from the sale of Debenture Units, other than that portion of the gross proceeds which are subject to a president's list allocated by the Company, where the cash commission will be equal to 3.0% of such gross proceeds.

In connection with the LIFE Offering, the Agent will be entitled to a cash commission equal to 5.0% of the gross proceeds from the sale of the LIFE Units. As additional compensation under the LIFE Offering, the Company will issue to the Agent non-transferable broker warrants (the "Broker Warrants") equal to 5.0% of the number of LIFE Units sold pursuant to the Offering. Subject to regulatory approval, each Broker Warrant shall be exercisable to acquire one Common Share at a price of $0.07 for a period of 24 months from the Closing Date.

Agent's Option

The Company has also agreed to grant an option to the Agent (the "Agent's Option") to issue that number of additional Debenture Units, LIFE Units, or any combination thereof, for additional gross proceeds of up to $9 million, to cover over-allotments, if any, exercisable at any time prior to the Closing Date.

The securities being offered pursuant to the Offering have not been, nor will they be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements and in compliance with applicable state securities laws. This news release does not constitute an offer of securities for sale or the solicitation of an offer to buy the securities in the United States.

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: [email protected]
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 terms, conditions and anticipated timing of the Offering, the intended participations in the Offering, the intended use of proceeds and the receipt of all regulatory approvals including approval 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.

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O.Martin--SMC