FUTR Closes $4 Million Financing

Toronto, Ontario–(Newsfile Corp. – April 22, 2025) – The FUTR Corporation (TSXV: FTRC) (“FUTR” or the “Company”), a consumer platform enabled by AI Agents and intelligent payment rails and focused on data monetization, is pleased to announce it has completed the final closing of its non-brokered private placement (the “Offering”) of Units for total gross proceeds of $4,000,000. The Company previously closed a first tranche of $690,333 on March 26, 2025.

Each Unit was priced at $0.115 per Unit and consisted of one common share and ½ of a warrant (a “Warrant”). Each whole Warrant is exercisable to acquire one Common Share at a price of $0.2875 until June 30, 2027, unless the term of the Warrant is accelerated pursuant to its terms.

Net proceeds of the Offering will be used for general working capital and growth initiatives, including potential acquisitions.

The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the final tranche are subject to a hold period expiring August 22, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the “TSXV”). The Offering has received conditional approval from the TSXV.

The purchase of Units pursuant to the Offering by Alex McDougall and Jay Graver, both officers of the Company (collectively, the “Related Parties”) constituted a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering because the Company was not listed on a stock exchange specified in section 5.5(b) of MI 61-101, and neither the fair market value of the Units purchased by the Related Parties, nor the proceeds to be received by the Company in respect of the Related Parties’ participation in the Offering, exceeded $2,500,000.

The Company paid to eligible persons (the “Finders”) a cash finder’s fee in the amount of $6,518, representing 2% of Units placed by certain Finders and a cash finder’s fee in the amount of $159,394, representing 7% of Units placed by certain Finders. The Company also issued 1,386,030 finder’s warrants (the “Finder Warrants”) equal to 7% of the aggregate number of Units sold under the Offering attributable to certain Finders. Each Finder Warrant is exercisable to acquire one Unit of the Company until March 30, 2027, at an exercise price of $0.115 per Unit.

The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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.

The Company also announces today that it has granted incentive stock options and restricted share units (“RSUs”) to certain directors, officers, consultants and employees of the Company. An aggregate of 6,615,000 of stock options were granted at an exercise price of $0.24 per share and 2,848,755 RSUs were issued.

About The FUTR Corporation

The FUTR Corporation is a consumer platform enabled by AI Agents and intelligent payment rails and focused on data monetization that puts money back in the pocket of consumers.

Forward-Looking Statements

This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts, and projections and include, without limitation, statements regarding the future success of the Company’s business and the consolidation of the Company’s common shares. The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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

/Not for distribution to U.S. news wire services or dissemination in the United States/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249345