Victoria, British Columbia--(Newsfile Corp. - February 24, 2026) - ALUULA Composites Inc. (TSXV: AUUA) (OTCQB: AUUAF) (the "Company" or "ALUULA") is pleased to announce that it has completed its previously announced "best efforts" brokered private placement of 4,273,475 units of the Company (the "Units") at a price of C$3.30 per Unit (the "Offering Price") for aggregate gross proceeds of C$14,102,467.50 (the "Offering"), which includes the exercise in full of the Agent's option to offer for sale additional Units. The Offering was conducted on a "best efforts" basis by Canaccord Genuity Corp. as sole agent and bookrunner (the "Agent").
Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$4.29 per 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 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 are non-transferable.
In connection with the Offering, the Company paid to the Agent a cash commission of C$730,798.61 and issued 221,454 warrants to the Agent (the "Agent Warrants"), representing a cash commission of 7.0% of the gross proceeds of the Offering (reduced to 2.5% of the gross proceeds for Units sold to purchasers on the president's list) and Agent Warrants in an amount equal to 7.0% of the number of Units sold (reduced to 2.5% for Units sold to purchasers on the president's list). Each Agent Warrant is exercisable into one Common Share of the Company at the Offering Price for a period of 30 months from the closing date of the Offering.
The Company intends to use the net proceeds from the Offering for expansion of manufacturing capacity, building a new facility and for general administrative and working capital, including the repayment of principal and interest owing to 0876991 B.C. Ltd pursuant to the Company's C$1,000,000 promissory note (previously disclosed on January 12, 2026).
The Units were offered (i) 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", and together with the exemptions under Part 5A of NI 45-106, the "LIFE Exemption"), in all of the provinces and territories of Canada, (ii) in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and (iii) in such other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval was required in such other jurisdictions. 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 LIFE Exemption and is qualified to distribute securities in reliance on the exemptions included therein. Securities issued to the Agent in connection with the Offering are subject to a hold period under applicable Canadian securities laws expiring four months and one day from the closing date of the Offering. The Offering remains subject to final acceptance of the TSXV.
Concurrently with the closing of the Offering, four directors of the Company exercised warrants and stock options of the Company at exercise prices ranging from C$0.61 to C$2.00 per Common Share, for aggregate proceeds of C$500,000.00 and resulting in the issuance of 278,484 Common Shares. In addition, 10 directors and officers of the Company entered into voluntary 180 day lock-up agreements restricting them from selling during this period.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Company advises that one subscriber who purchased 18,200 Units under the Offering is considered to be a related party of the Company and 0876991 B.C. Ltd. is a related party of the Company, such that the repayment of the promissory note to 0876991 B.C. Ltd. and the insider's participation in the Offering constitute related party transactions for the purposes of MI 61-101. The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(a) of MI 61-101 and from the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the fair market value of the related party transactions does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
The securities offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), 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. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About ALUULA Composites Inc.
ALUULA is an ultra-light, high performance and recycle-ready composite materials brand that enhances the performance of outdoor gear as well as commercial and industrial equipment. 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)
On behalf of the Board of Directors
Sage Berryman
Chief Executive Officer
1-888-724-2470
For ALUULA investor inquiries, please contact:
1-888-724-2470, ext. 4
IR@aluula.com
For ALUULA media relations, please contact:
media@aluula.com
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 use of proceeds of the Offering and the Company's ability to obtain the final approval of the TSXV. 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 are 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.
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

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Source: ALUULA Composites Inc.