Trenchant Technologies Capital Corp. Announces Closing of First Tranche of the Private Placement of Convertible Debentures

Toronto, Ontario–(Newsfile Corp. – July 14, 2026) – Trenchant Technologies Capital Corp. (CSE: AITT) (OTC Pink: AITTF) (“Trenchant” or the “Company“) is pleased to announce that, further to its news release of July 03, 2026, that it has closed a first tranche on July 10, 2026 (the “First Tranche“) of its private placement (the “Offering“), and has issued 500 debentures (the “Debentures“) for gross proceeds of $500,000. Trenchant anticipates closing the remainder of the Offering in the next few weeks.

The Debentures will bear interest at the rate of 12% per annum and will mature on the date that is twelve (12) months from the date of issuance (the “Maturity Date“). The Company anticipates using the proceeds from the Offering for general working capital purposes and for investments in its portfolio companies or new opportunities.

At the sole option of the holder, the principal amount of the Debentures and accrued interest thereon may be converted into common shares in the capital of the Company (each, a “Share“) at a conversion price of $0.10 per Share, subject to certain adjustments as provided for in the certificates representing the Debentures.

All securities issued in connection with the Offering are subject to a statutory hold period expiring four months and one day after the date of issuance of the Debentures.

An insider participated in the First Tranche and is considered to be a “related party” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the Offering, insofar as it involves the insider, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the Offering, insofar as it involves the insider, is not more than 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the closing of the First Tranche because the details of the insider participation were not finalized until closer to closing of the First Tranche and the Company wished to close the First Tranche as soon as practicable for sound business reasons.

None of the securities sold in connection with the Offering, including those under the First Tranche, will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States 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.

Early Warning Disclosure for Thomas English
Thomas English (“Mr. English“) acquired 500 Debentures as a result of the First Tranche, which represent more than 2% increase in the holdings of a 10 per cent security holder. Accordingly, the Company is providing the following disclosure pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“).

Immediately prior to the to the closing of the First Tranche, Mr. English owned, directly and indirectly, the following securities: (i) 6,262,500 Shares held directly; (ii) 2,861,000 Shares held indirectly through an RRSP account; (iii) 4,000 Shares held indirectly through Burton Financial Inc. (“Burton“); and (iv) 7,303,561 Shares that may be issued on conversion of previously acquired debentures, which represented 13.88% of the 65,761,286 issued and outstanding Shares as of July 09, 2026, the date prior to the closing of the First Tranche, on an undiluted basis. If Mr. English were to convert the debentures, he would directly and indirectly own 16,431,061 Shares or 22.49% of the issued and outstanding Shares calculated on a partially diluted basis.

Following the closing of the First Tranche, Mr. English owned, directly and indirectly, the following securities: (i) 6,262,500 Shares held directly; (ii) 2,861,000 Shares held indirectly through an RRSP account; (iii) 4,000 Shares held indirectly through Burton; and (iv) and 12,303,561 Shares that may be issued on conversion of previously acquired debentures and the Debentures, which represented 13.88% of the 65,761,286 issued and outstanding Shares as of July 11, 2026, the date after the closing of the First Tranche, on an undiluted basis. If Mr. English were to exercise the share purchase warrants and convert the previously acquired debentures and the Debentures, he would directly and indirectly own 21,431,061 Shares or 27.45% of the issued and outstanding Shares calculated on a partially diluted basis.

The Debentures were acquired for investment purposes. Mr. English intends to monitor the business and affairs of the Company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the Company may be acquired as is considered or deemed appropriate. Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements. The Shares to be acquired by Mr. English may be reduced to ensure that Mr. English never holds more than 19.9% of the issued and outstanding Shares on a non-diluted basis.

An early warning report will be filed by Mr. English pursuant to NI 62-103 on SEDAR+ under the profile of the Company.

ABOUT TRENCHANT TECHNOLOGIES CAPITAL

Trenchant Technologies Capital Corp. (CSE: AITT) is a forward-thinking investment issuer focused on supporting transformative ventures in artificial intelligence, quantum computing, and next-generation cybersecurity poised to reshape legacy industries.

ON BEHALF OF THE BOARD TRENCHANT CAPITAL CORP.
Per: “Thomas English”
Thomas English, Interim CEO

Forward-Looking Statements:
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding the Company’s ability to complete its audit, resolve outstanding matters relating to a material investment, obtain the information necessary to finalize its financial reporting, file the Required Filings, and satisfy the conditions of the management cease trade order process. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: Forward-looking statements are based on a number of assumptions, including that the Company will be able to obtain the necessary information on a timely basis, resolve outstanding matters affecting its financial reporting, complete the audit process and file the Required Filings within the anticipated timeframe; and those additional risks set out in the Company’s public documents filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward looking statement, whether as a result of new information, future events, or otherwise.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305217