Star Metro - Sensible Meats Announces Non-Brokered Private Placement for Gross Proceeds of up to C$3,000,000

VANCOUVER, BC / ACCESS Newswire / December 16, 2025 / Sensible Meats Inc. ("Sensible Meats" or the "Company") is pleased to announce that the Company will conduct a non-brokered private placement (the "Private Placement") of up to 42,857,143 units of the Company ("Units") at a price of C$0.07 per Unit for aggregate gross proceeds of up to C$3,000,000.01 (the "Max Proceeds"). Each Unit will consist of one common share without par value in the authorized capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant") of the Company. Each Warrant will be exercisable to acquire one Common Share (each, a "Warrant Share") for a period of 36 months following the closing date of the Private Placement at an exercise price of C$0.10 per Warrant Share, subject to adjustment in certain events. The Common Shares and Warrants comprising Units issued pursuant to the Private Placement, and the Warrant Shares issuable upon the due exercise of the Warrants (if any) will be subject to statutory resale restrictions of four months plus one day from the closing date of the Private Placement in accordance with Canadian securities laws.

The net proceeds from the Private Placement is expected be used by the Company to acquire new business interests to replace the legacy operations of the Company, which it no longer carries on, as well as working capital and general corporate and administrative purposes.

Existing Shareholder Participation

The Private Placement is being conducted in response to external interest in the full Max Proceeds, however the Company intends to retain a portion of the available Units for existing shareholders of the Company (the "Shareholders"). To the extent existing Shareholders wish to participate, they should contact the Company at [email protected] for more information. Shareholders are advised that duly executed subscription agreements, and subscription proceeds, are required to be delivered to the Company on or before January 15, 2026.

Subject to availability remaining following receipt of Shareholder subscription, certain directors and officers of the Company may acquire Units under the Private Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). It is expected that such related party transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Units issued to, or the consideration paid by, such persons will exceed 25% of the Company's market capitalization.

The Private Placement is scheduled to close during Q1 2026, and is subject to certain conditions including, but not limited to, the conditions precedent set out in the subscription agreement for the Private Placement and the receipt of all necessary regulatory and other approvals, as applicable.

The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. Persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.

About Sensible Meats Inc.

Further information about the Company is available under its profile on SEDAR+ at www.sedarplus.ca and may be obtained from the Company by contacting [email protected].

ON BEHALF OF THE BOARD OF DIRECTORS

"Brad Nichol"

Brad Nichol
Chief Executive Officer and Director

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable securities laws. Forward Looking Information includes, but is not limited to: disclosure regarding the Private Placement, including statements regarding the anticipated participation by the Shareholders and certain directors and officers therein, the closing thereof, the anticipated timing of closing (if any) thereof, the expected use of proceeds therefrom, and the anticipated benefits thereof. In certain cases, Forward-Looking Information can be identified using words and phrases such as "plans," "expects," "scheduled," "estimates," "forecasts," "intends," "anticipates" or variations of such words and phrases. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, that all requisite approvals required in respect of the Private Placement (if any) will be received, all conditions precedent to completion of the Private Placement will be satisfied, in a timely manner, the Company will be able to continue its operations as currently conducted, and the Company will be able to identify and acquire new business interests in a timely fashion and on terms reasonable to the Company, including the ability of the Company to raise additional capital as necessary. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SOURCE: Sensible Meats Inc.

View the original press release on ACCESS Newswire

A.Jackson--SMC