ARCHERWILL INVESTMENTS INC. ANNOUNCES CHANGES TO HOLDINGS IN MTL CANNABIS CORP.

TORONTO, Aug. 1, 2025 /CNW/ - On July 31, 2025, MTL Cannabis Corp. (CSE: MTLC) ("MTL Cannabis") voluntarily prepaid to Archerwill Investments Inc. ("Archerwill") all of the outstanding principal amount of the amended and restated 8.00% secured convertible debenture dated as of July 22, 2022, as amended by the amending agreement dated as of June 28, 2023, issued by MTL Cannabis to Archerwill in the principal amount of $6,500,000 due August 5, 2025 (the "Convertible Debenture"), plus all accrued and unpaid interest, in the aggregate amount of $8,316,830.21 (the "Voluntary Prepayment") and, in connection therewith, issued to Archerwill 14,466,568 warrants exercisable for 14,466,568 Common Shares at any time from time to time until August 5, 2027 at an exercise price of $0.5749, subject to adjustment from time to time (the "Prepayment Warrants").

Between December 17, 2024 and January 28, 2025, a joint actor of Archerwill acquired 512,500 common shares ("Common Shares") of MTL Cannabis at an average trade price of $0.330 per share, for aggregative proceeds of $169,502.38.

As of the date of its previously filed early warning report dated December 18, 2024, Archerwill and its joint actor beneficially owned or exercised control or direction over 374,067 Common Shares, the Convertible Debenture in aggregate principal amount of approximately $5,250,000 (following repayment of principal of approximately $1,250,000 by MTL Cannabis) which was convertible into approximately 13,866,096 Common Shares, and 3,907,623 warrants exercisable for 3,907,623 Common Shares. Archerwill and its joint actor beneficially owned or exercised control or direction over approximately 10.7% of the issued and outstanding Common Shares (assuming Archerwill's conversion and exercise in full of all securities it held in MTL Cannabis but no other conversions of outstanding securities of MTL Cannabis, but accounting for the issuance of anti-dilution securities issuable to former Montreal Cannabis Medical Inc. ("MCMI") shareholders pursuant to the terms of the Issuer's acquisition of all of the issued and outstanding shares of MCMI completed in two tranches on August 30, 2022 and July 31, 2023 (the "MTL Transaction")).

Archerwill and its joint actor now beneficially own or exercise control or direction over 616,567 Common Shares and 18,374,191 warrants exercisable for 18,374,191 Common Shares. Archerwill and its joint actor beneficially own or exercise control or direction over approximately 11.6% of the issued and outstanding Common Shares (assuming Archerwill's conversion and exercise in full of all securities it holds in MTL Cannabis but no other conversions of outstanding securities of MTL Cannabis, but accounting for the issuance of anti-dilution securities issuable to former MCMI shareholders pursuant to the terms of the MTL Transaction).

As a result of the Voluntary Prepayment and the issuance of the Prepayment Warrants, Archerwill and its joint actor's total percentage holding in the Issuer did not change. Presently, Archerwill and its joint actor have no intention of acquiring any securities of MTL Cannabis. Archerwill or its joint actor may acquire ownership of or control over further securities of MTL Cannabis in the future depending upon market circumstances. Increase or decrease in ownership of securities of MTL Cannabis will depend on numerous conditions, including the price of the Common Shares and general market conditions.

The head office of MTL Cannabis is located at 1773 Bayly Street, Pickering, ON, L1W 2Y7.

An early warning report relating to this transaction will be filed on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") under MTL Cannabis's profile and can be viewed at www.sedarplus.com.

SOURCE Archerwill Investments Inc.

For further information or to obtain a copy of the early warning report, please contact: Archerwill Investments Inc., 3 Brookfield Road, Toronto, ON M2P 1B1, Irvine Weitzman, President, [email protected]