Relief AI Inc. Announces Closing of Brokered Private Placement of Subscription Receipts

Toronto, Ontario--(Newsfile Corp. - August 19, 2026) - Relief AI Inc. ("Relief AI" or the "Company") and 1329308 B.C. Ltd. ("132 BC") jointly announce that, further to the joint press releases of July 6, 2026 and July 30, 2026, the Company has closed its "best efforts" brokered private placement through the issuance of 5,723,900 subscription receipts of the Company (each, a "Subscription Receipt") at a price of $1.00 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of $5,723,500 (the "Financing"). The Company engaged Ventum Financial Corp. (the "Lead Agent") to act as lead agent and sole bookrunner, and Canaccord Genuity Corp., Haywood Securities Inc. and StephenAvenue Securities Inc. (together with the Lead Agent, the "Agents"), in connection with the Financing.

The Subscription Receipts have been issued pursuant to, and will be governed by, the terms and conditions of a subscription receipt agreement (the "Subscription Receipt Agreement") entered into among the Company, the Lead Agent, and the subscription receipt agent. Upon satisfaction of the escrow release conditions (the "Release Date"), which are outlined in the Subscription Receipt Agreement (the "Escrow Release Conditions"), 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 "Common Share") 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 $1.25 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 of the Financing (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.

On October 3, 2025, 132 BC announced that it had entered 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").

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