Relief AI Inc. Announces Brokered Private Placement of Subscription Receipts

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Sign In or Create an AccountEmail AddressContinueor View more offersArticle contentTORONTO, July 06, 2026 (GLOBE NEWSWIRE) — Relief AI Inc. (“ReliefAI” or the “Company”) and 1329308 B.C.

Ltd. (“132 BC”) are pleased to jointly announce that further to 132 BC’s press release dated October 3, 2025, announcing the entering into an amalgamation agreement with Relief AI and 1001359160 Ontario Inc. (“Subco”), a wholly-owned subsidiary of 132 BC, pursuant to which 132 BC will acquire all of the issued and outstanding common shares of Relief AI by way of a three cornered amalgamation in accordance with Section 174 of the Business Corporations Act (Ontario) (the “Transaction”), Relief AI has launched its “best efforts” brokered private placement of subscription receipts of the Company (each, a “Subscription Receipt”) at a price of $1.

30 (the “OfferingPrice”) per Subscription Receipt, for a minimum gross proceeds of $7,500,000 (the “Financing”). Relief AI has engaged Ventum Financial Corp. (the “Lead Agent”) to act as lead agent and sole bookrunner, on behalf of a syndicate agents (collectively, the “Agents”) in connection with the Financing.

Article contentWe apologize, but this video has failed to load.Try refreshing your browser, ortap here to see other videos from our team.Article contentArticle contentRelief AI has granted the Agents an over-allotment option, exercisable in whole or in part at any time up to 48 hours prior to closing date of the Financing (the “Closing Date”), to offer up to an additional 15% of the Subscription Receipts at the Offering Price (the “Agents’ Option”).

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Browse here.Article contentThe Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “SubscriptionReceiptAgreement”) to be entered into among Relief AI, the Agents, and the subscription receipt agent. Upon satisfaction of the escrow release conditions (the “ReleaseDate”), which will be outlined in the Subscription Receipt Agreement (the “EscrowReleaseConditions”), each Subscription Receipt will convert, without payment of any additional consideration by the holder, into one unit of the Company (each, a “Unit”).

Each Unit shall consist of one common share in the capital of the Company (each, a “CommonShare”) and one-half warrant of the Company (each whole warrant, a “Warrant”). Each Warrant will be exercisable to purchase one Common Share at an exercise price of $1.65 for a period of 24 months from the date of issuance.

If the Escrow Release Conditions are not satisfied or waived by the date which is six (6) months following the Closing Date, the Subscription Receipts will be cancelled, and the funds held in escrow, together with any interest earned thereon, will be returned by the subscription receipt agent to subscribers on a pro rata basis.Article contentArticle contentRelief AI will pay the Agents a cash commission equal to 8.0% of the gross proceeds of the Financing (the “CashCommission”), and issue to the Agents broker warrants equal to 8.

0% of the number of Subscription Receipts (“BrokerWarrants”) sold in under the Financing (including the Agents’ Option). Each Broker Warrant will be exercisable into one Common Share, at a price of $1.30 per Common Share issued in connection with the Offering, for a period of 24 months from the Release Date.

50% of the Cash Commission will be payable on the Closing Date, and the remaining 50% will be payable on the Release Date, the Broker Warrants will be issued to the Agents on the Closing Date.Article contentThe Company intends to use net proceeds of the Financing for product development, working capital and general corporate purposes.Article contentThe Subscription Receipts will be subject to resale restrictions under applicable securities legislation.

The Subscription Receipts will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date Relief AI becomes a reporting issuer in any province or territory of Canada.Advertisement 1This advertisement has not loaded yet.Trending Subscriber only.

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