Star Metro - Vanta Announces Closing of First Tranche of Private Placement and Debt Settlement

Private Placement

The Company has closed the First Tranche of the Private Placement through the issuance of 385,000 units of the Company (each, a "Unit") at a price of $1.00 per Unit, for aggregate gross proceeds of $385,000. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share (each, a "Warrant Share") at an exercise price of $1.25 per Warrant Share, exercisable until May 5, 2028.

The net proceeds of the Private Placement are intended to be allocated towards outstanding payables and indebtedness, including but not limited to, amounts owing to related parties, and for general working capital purposes. The securities issued under the Private Placement will be subject to a statutory hold period expiring September 6, 2026.

The remaining portion of the Private Placement is expected to close in one or more additional tranches.

Debt Settlement

The Company has settled an aggregate of $312,255.27 in outstanding indebtedness owing to certain creditors through the issuance of 156,127 common shares (each, a "Debt Share") at a deemed price of $2.00 per Debt Share. The securities issued under the Debt Settlement will be subject to a statutory hold period expiring September 6, 2026.

The Private Placement with Martino Ciambrelli and the Debt Settlements with Martino Ciambrelli, John Campbell, Howard Blank, and 481121 B.C. Ltd., a corporation owned by Richard Coleman (the "Insider Settlements") are "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Settlements are exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Insider Settlement will not exceed 25% of the Company's market capitalization. As the material change report disclosing the Insider Settlements are being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it is necessary to immediately close the Insider Settlements and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company's financial position.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About Vanta Holdings Inc.

Vanta Holdings Inc. (CSE:VNTA)(OTC:VNTXF)(FSE:7BC; WKN:A4205J) is a consumer health sciences company and the parent of the Vanta premium hydration and longevity brand. The Company develops, manufactures, and distributes functionally formulated beverages and nutraceutical products designed to support cellular function, mitochondrial energy, and metabolic performance. Through its Vanta brand and select private-label partnerships, the Company formulates alkaline and mineral-enriched ready-to-drink beverages, including its flagship Blackwater, alongside performance-oriented nutraceutical supplements featuring bioactive compounds and trace mineral complexes. Vanta's strategy focuses on building premium, science-driven functional hydration and nutraceutical brands supported by scalable manufacturing and distribution capabilities. The Company operates an integrated platform spanning product formulation, in-house research and development, manufacturing, brand development, and multi-channel distribution across domestic and international markets. This includes ownership of a natural alkaline spring water aquifer and a 40,000-square-foot, Health Canada and HACCP-certified manufacturing facility in the mountains of British Columbia. Vanta distributes its products through a diversified approach, including retail, direct-to-consumer e-commerce, and strategic distribution partnerships.

On behalf of the Board of Directors:

Martino Ciambrelli, Director
[email protected]
604-569-1414

Disclaimer for Forward-Looking Information

This news release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this release include, but are not limited to, statements relating to: the completion of the remaining tranche(s) of the Private Placement, including the anticipated timing, aggregate gross proceeds, and terms thereof; the intended use of proceeds; the completion, terms, and expected benefits of the Debt Settlement, including the strengthening of the Company's financial position; the Company's reliance on exemptions under MI 61-101; the receipt of all necessary regulatory and exchange approvals, including approval of the Canadian Securities Exchange; and the Company's business strategy, growth initiatives, and capital management objectives. Forward-looking information is based on management's current expectations, estimates, assumptions, and projections as of the date of this news release. Such information is subject to a number of 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 information. These risks and uncertainties include, without limitation: the risk that the remaining tranche(s) of the Private Placement may not be completed on the terms described herein or at all; the risk that required regulatory or exchange approvals may not be obtained in a timely manner or at all; changes in market conditions and capital markets; the Company's ability to utilize the proceeds as intended; the Company's ability to execute its business strategy; changes in capital requirements; and general economic, financial, and geopolitical conditions. Forward-looking information is not a guarantee of future performance and reflects management's expectations only as of the date hereof. There can be no assurance that the transactions described herein will be completed as proposed, or at all, or that the Company will achieve its anticipated financial or strategic objectives. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on forward-looking information and are encouraged to review the Company's continuous disclosure filings available under its profile on SEDAR+ for additional risk factors and further information.

SOURCE: Vanta Holdings Inc.

View the original press release on ACCESS Newswire

A.Harris--SMC