MTL Cannabis Corp. Announces Closing of $2 Million Brokered LIFE Offering Led by Centurion One Capital

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

PICKERING, ON, Sept. 19, 2025 /CNW/ - MTL Cannabis Corp. ("MTL Cannabis" or the "Company") (CSE: MTLC) (OTCQX: MTLNF) is pleased to announce the closing of its previously announced financing of units (the "Units") of the Company (the "Offering"). A total of 3,147,999 Units were sold under the Offering at a price of $0.65 per Unit (the "Issue Price") for aggregate gross proceeds of $2,046,199.35. The Offering was led by Centurion One Capital Corp. as lead agent and sole bookrunner (the "Lead Agent").

The Units were issued pursuant to Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and in reliance on the amendments to Part 5A of NI 45-106 set forth in Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). Each Unit consists of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price of $0.98 for a period of three years from the closing of the Offering (the "Closing Date").

The securities issued under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering for capital expenditures and brand-awareness initiatives and marketing activities.

In connection with the Offering, the Company paid a cash commission of $143,233.95 and issued 220,360 broker warrants (the "Broker Warrants") and a corporate finance fee paid through the issuance of 157,400 Units. Each Broker Warrant entitles the holder to acquire a Unit at the Issue Price for a period of three years from the Closing Date.

Certain insiders of the Company participated in the Offering, acquiring an aggregate of 154,000 Units on the same basis as other subscribers.  The participation in the Offering by insiders of the Company constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions in MI 61-101 from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the units paid by such insiders, is more than 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 "U.S. persons" (as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About MTL Cannabis Corp.

MTL Cannabis Corp. is the parent company of  Montréal Medical Cannabis Inc. ("MTL Cannabis"), a licensed producer operating from a 57,000 sq ft licensed indoor grow facility in Pointe Claire, Québec; Abba Medix Corp., a licensed producer in Pickering, Ontario that operates a leading medical cannabis marketplace; IsoCanMed Inc., a licensed producer in Louiseville, Québec growing best-in-class indoor cannabis, in its 64,000 sq. ft. production facility; and Canada House Clinics Inc., operating clinics across Canada that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions.

As a flower-first company built for the modern street, MTL Cannabis uses proprietary hydroponic growing methodologies supported by handcrafted techniques to produce products that are truly craft for the masses. MTL Cannabis focuses on craft quality cannabis products, including lines of dried flower, pre-rolls and hash marketed under the "MTL Cannabis", "Low Key by MTL" and "R'belle" brands for the Canadian market through nine distribution arrangements with various provincial cannabis distributors. MTL Cannabis has also developed several export channels for bulk and unbranded GACP quality cannabis.

It is MTL's goal for Abba Medix Corp. to become the leading distributor of medical cannabis in Canada and for Canada House Clinics to be the leading Canadian provider of medical cannabis clinic services.

For further information, please visit www.mtlcorp.ca/ or the Company's public filings at www.sedarplus.ca.

ABOUT CENTURION ONE CAPITAL

Centurion One Capital is the premier independent Investment Banking firm dedicated to fueling the growth and success of growth companies in North America. Their mission is to ignite the world's most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by their core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. Centurion One Capital makes principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.

Cautionary Statement Regarding Forward-Looking Information. 

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws. Forward-looking statements relate to, among other things, the Company's business activities, operations, strategies, financial performance, objectives, goals, expansion plans, expectations, and estimates. Forward-looking statements are often, but not always, identified by the use of words such as "may," "will," "could," "should," "expect," "intend," "estimate," "anticipate," "believe," "plan," "potential," and "continue," or the negative of these terms.

Forward-looking statements are based on management's current beliefs and assumptions and on information currently available to the Company. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. These risks and uncertainties include, among other things: the Company's ability to access sufficient capital on acceptable terms; competition; regulatory developments; the ability to attract and retain key personnel; the ability to execute on strategic initiatives; operating and integration risks; and general economic, financial, and market conditions.

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements. Additional information about risks and uncertainties affecting the Company, as well as material factors or assumptions applied in making forward-looking statements, can be found in the Company's most recent Management's Discussion and Analysis, financial statements, and other continuous disclosure filings with Canadian securities regulators available at www.sedarplus.ca.

The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

SOURCE MTL Cannabis Corp.

For further information, please contact: Michael Perron, CEO, MTL Cannabis, 1-877-685-2266, [email protected]