MTL Cannabis Corp. Announces up to $4 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, Aug. 19, 2025 /CNW/ - MTL Cannabis Corp. ("MTL Cannabis" or the "Company") (CSE: MTLC) (OTCQX: MTLNF) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the "Lead Agent" or "C1C") as lead agent and sole bookrunner, in connection with a brokered private placement of units (the "Units") on a commercially reasonable efforts basis for aggregate gross proceeds of up to $4,000,000 (the "Offering"). The Lead Agent will have the option to sell up to an additional $1,750,000 in Units (the "Agents' Option"), exercisable at any time up to 48 hours prior to the closing date (as defined herein).

Each Unit will be issued at a price equal to $0.65 and will consist 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 an exercise price equal to a price of $0.98 for a period of three years following the date of issuance.

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

It is anticipated that certain insiders of the Company, the Lead Agent and certain affiliates may acquire Units in the Offering in amounts up to approximately 25% of the Offering. Any participation by insiders in the Offering will constitute a "related party transaction" as defined under Multilateral Instrument 61101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects such participation will be exempt 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 expected to exceed 25% of the Company's market capitalization.

The Offering will be conducted under the listed issuer financing exemption (the "LIFE Exemption") pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions and Canadian Securities Administrators Coordinated Blanket Order 45-953 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued under the LIFE Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.

There is an offering document related to this Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.mtlcorp.ca/investors. Prospective investors should read this offering document before making an investment decision.

The Units will be offered for sale in the provinces of British Columbia, Alberta, and Ontario, and such other jurisdictions outside of Canada and in the United States as may be agreed to by the Lead Agent and the Company. In the United States, the Units will be offered on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and only to "accredited investors" as defined in Regulation D thereunder.

The Offering is expected to close on or about August 22, 2025, or such other date as the Company and the Lead Agent may agree, and may close in one or more tranches. Closing is subject to customary conditions, including the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange (the "CSE").

This press 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 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 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. With an unwavering commitment to delivering comprehensive financial solutions and strategic guidance, Centurion One is a trusted strategic partner and catalyst to propel issuers to unlock their full potential. Their team comprises seasoned professionals who combine extensive financial expertise with deep knowledge of various sectors. It takes a proactive and results-driven approach, working closely with its clients to develop tailored strategies and execute transactions that maximize value and drive long-term success.

Cautionary Statement Regarding Forward-Looking Information.
This press release contains forward- looking statements, including statements that relate to, among other things, the Company's clinic, production and technology businesses, its future plans, the Company's markets, objectives, goals, strategies, intentions, beliefs, expectations and estimates, and can generally be identified by the use of words such as "may", "will", "could", "should", "would", "likely", "possible", "expect", "intend", "estimate", "anticipate", "believe", "plan", "objective" and "continue" (or the negative thereof) and words and expressions of similar import. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Material assumptions used to develop forward-looking information in this news release include, the regulations related to cannabis use under the Cannabis Act (Canada); Company liquidity and capital resources, including the availability of additional capital resources to fund its activities and repay its outstanding indebtedness; level of competition; the ability to adapt products and services to the changing market; the ability to attract and retain key executives; the ability to execute strategic plans; continued integration of business unit, expansion activities at all our operating locations; and the leveraging of cash flow from operations to accelerate growth and further improve the Company's balance sheet. Additional information about material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the Company's Listing Statement dated August 14, 2023 and its most recent annual and interim Management's Discussion and Analysis under "Risk and Uncertainties" as well as in other public disclosure documents filed with Canadian securities regulatory authorities. The Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law.

Neither the Canadian Securities Exchange (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.

SOURCE MTL Cannabis Corp.

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