Vancouver, British Columbia--(Newsfile Corp. - February 10, 2026) - ALUULA Composites Inc. (TSXV: AUUA) (OTCQB: AUUAF) (the "Company" or "ALUULA") is pleased to announce a "best efforts" brokered private placement offering (the "Offering") for aggregate gross proceeds of C$10,002,300 consisting of 3,031,000 units of the Company (the "Units") at a price of C$3.30 per Unit (the "Offering Price"). The Offering will be conducted on a "best efforts" basis by Canaccord Genuity Corp. as sole agent and bookrunner (the "Agent").

Each Unit will consist of one common share in the capital of the Company and half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one common share of the Company at a price of C$4.29 per common share at any time on or before that date which is 24 months after the closing date of the Offering. The Company may accelerate the expiry of the Warrants if the common shares of the Company trade on the TSX Venture Exchange (the "TSXV") (or any other Canadian stock exchange on which they are then listed) at a volume weighted average price of C$8.25 or more per common share for thirty (30) consecutive trading days, subject to the terms of the Warrants. The Warrants will not be transferable.

The Units will be offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order"), in all of the provinces and territories of Canada. Pursuant to NI 45-106 and the Order, the Units issued to Canadian residents under the Offering will not be subject to resale restrictions. The Company is relying on the exemptions in Part 5A of NI 45-106 and the Order and is qualified to distribute securities in reliance on the exemptions included therein.

The Units are expected to be offered to investors in other qualifying jurisdictions, including the United States. The Company expects to offer Units to persons in the United States pursuant to Rule 506(b) of Regulation D (including "Qualified Institutional Buyers" as defined in Rule 144A who are also "Accredited Investors") adopted by the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the "U.S. Securities Act").

The Company has granted the Agent an option to purchase up to an additional 15% of the number of Units sold pursuant to the Offering (the "Additional Units") at a price per Additional Unit equal to the Offering Price, any time up to 48 hours prior to the closing date of the Offering (the "Agent's Option"). The Agent shall be entitled to the same cash commission and agent's warrants in respect of any Additional Units issued and sold upon exercise of the Agent's Option.

The Company intends to use the net proceeds from the Offering for expansion of manufacturing capacity through building a new facility and for general administrative and working capital purposes.

The Offering is expected to close on or about February 24, 2026, or such other date that is within 45 days from the date of this news release, as the Company may decide. The Offering remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, and compliance with the policies of the TSXV. The Company has engaged Genthod Global Advisory SA as a finder in connection with the Offering.

There is an offering document related to the Offering that will be made available under the Company's profile on SEDAR+ at www.sedarplus.ca. The offering document will also be made available on the Company's website at www.aluula.com. Prospective investors should read this offering document before making an investment decision.

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 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 U.S. Securities Act and applicable state securities laws.

About ALUULA Composites Inc.

ALUULA is an ultra-light, high performance and recycle-ready composite materials brand that enhances the performance of outdoor gear. Proudly owned and manufactured on the Canadian west coast, ALUULA's innovation is driven by a deep understanding that equipment does not need to sacrifice performance for sustainability. ALUULA's materials are known for their unique construction capabilities and their ability to make products lighter, stronger, and more sustainable.

www.aluula.com | (TSXV: AUUA)

Forward-Looking Statements:

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to: the Offering, the Over-Allotment Option, completion of the Offering, the expected closing date of the Offering and the use of proceeds of the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "anticipates", "anticipated", "expected", "intends", "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are from those expressed or implied by such forward-looking statements or forward-looking information subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals and the timing thereof. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements 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 statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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 referenced herein 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, or for account or benefit of, U.S. Persons (as defined in 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 requirements is available.

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

Not for Distribution to US Newswire Services or for Dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283456

Source: ALUULA Composites Inc.