Planet Ventures Inc. (CSE: PXI) has announced a rights offering aimed at raising gross proceeds of $1,522,446.04 by issuing 152,244,604 rights to its current shareholders. Supported by a standby guarantee from Game 7 Investments Inc. and Bosom Holdings Inc., the offering is scheduled to begin on August 6, 2026, allowing shareholders to subscribe for new common shares at $0.01 each. The funds raised will be allocated to the company’s capital investments and general administrative costs.
Key Points
- Planet Ventures Inc. (CSE: PXI) plans a rights offering to generate $1,522,446.04 in gross proceeds
- Shareholders as of July 31, 2026, will receive one right per common share, each exercisable for one common share at $0.01
- The offering will launch on August 6, 2026, and is expected to expire around August 27, 2026, with closing by August 29, 2026
- Game 7 Investments Inc. and Bosom Holdings Inc. provide a standby guarantee to secure minimum proceeds, potentially increasing their ownership to 51.06% if all standby shares are acquired
Rights Offering Structure and Process
Planet Ventures is conducting a rights offering to provide existing shareholders an equitable chance to purchase new shares. Shareholders will receive one right per common share held as of the July 31, 2026 record date. Each right permits subscription for one additional common share at a price of $0.01, aligned with Canadian Securities Exchange (CSE) regulations that require a discounted price to incentivize participation.
If all rights are exercised, the total number of common shares will increase to 304,489,208, with the new shares representing 50% of the expanded share capital. This dilution structure allows shareholders to maintain their proportional ownership by fully exercising their subscription rights. Detailed terms will be outlined in the Rights Offering Circular dated July 24, 2026, which will be filed on SEDAR+ prior to the offering’s commencement.
Standby Guarantee and Major Shareholder Commitment
To guarantee the minimum fundraising target of $1,522,446.04, Planet Ventures has secured a standby guaranty agreement with Game 7 Investments Inc. and Bosom Holdings Inc. These guarantors will subscribe for any unexercised rights, ensuring the full amount is raised regardless of retail shareholder uptake. They currently hold 3,240,000 shares, representing 2.13% of outstanding common shares.
In return for their standby commitment, the guarantors will receive a 5% standby fee on the guaranteed amount and non-transferable bonus share purchase warrants. These warrants allow the purchase of up to 15,224,460 common shares collectively (7,612,230 per guarantor) at $0.20 per share, exercisable for five years after the offering’s expiry. Should the guarantors fully subscribe and acquire all standby shares, their holdings would total approximately 155,484,604 shares, or 51.06% of the fully diluted share base post-offering.
Offering Timeline and Expiry Details
The rights offering will open on August 6, 2026, and close at 2:00 p.m. Pacific time on or about August 27, 2026. Rights not exercised by this deadline will expire worthless. The company aims to complete closing and settlement by August 29, 2026, facilitating a swift fundraising process.
Shareholders who fully exercise their basic subscription rights may subscribe pro-rata for additional shares arising from unexercised rights, subject to limitations in the offering circular. Rights held by ineligible shareholders will be held by Computershare Investor Services Inc., the rights agent, until expiry, after which they will be voided to comply with jurisdictional regulations.
Eligibility and Shareholder Participation
The offering is available to shareholders residing in all Canadian provinces and territories except Quebec, as well as shareholders in jurisdictions outside Canada and the U.S. that offer prospectus exemptions comparable to those in Canada. U.S. shareholders are excluded due to regulatory constraints.
Shareholders outside eligible jurisdictions will not receive rights or subscription forms unless they prove eligibility. Registered shareholders must submit subscription forms and payments to Computershare Investor Services Inc. by the expiry deadline. Beneficial shareholders holding shares through intermediaries will receive instructions from their respective brokers or financial institutions.
Allocation of Funds and Capital Strategy
Planet Ventures plans to use the gross proceeds of $1,522,446.04 to fund capital investments and cover general administrative expenses. Specific allocations between these categories or targeted investments have not been disclosed. Detailed capital deployment strategies will be available in the company’s filings on SEDAR+ and investor relations resources.
As an investment issuer focusing on disruptive, high-growth sectors, Planet Ventures aims to deploy capital strategically to generate long-term shareholder value through innovative business investments. The proceeds from this rights offering will enhance the company’s capacity for such investments.
Compliance with U.S. Securities Laws and Non-Offering Statement
The rights and underlying common shares have not been and will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws. Accordingly, these securities cannot be offered, sold, or exercised within the United States or for the benefit of any U.S. person as defined by Regulation S.
This announcement does not constitute an offer or solicitation to sell securities in the U.S. Marketing efforts are exclusively targeted at Canadian and eligible international shareholders, reflecting the company’s choice to conduct the offering under Canadian prospectus exemptions rather than U.S. registration or Regulation A+ frameworks.
Shareholder Subscription Process and Rights Agent Role
Registered shareholders will receive rights statements and subscription forms from Computershare Investor Services Inc., the rights agent, and must submit completed forms and payments by 2:00 p.m. Pacific time on August 27, 2026. Computershare will handle all subscription processing and settlement.
Shareholders holding shares through intermediaries will receive subscription instructions from their brokers or financial institutions, ensuring both registered and beneficial shareholders have clear participation pathways consistent with Canadian market practices.
Dilution Effects and Ownership Implications
Full exercise of rights will result in issuing 152,244,604 new shares, increasing the outstanding share count by 50% and causing significant dilution for shareholders who do not participate. Non-exercising shareholders will see their ownership percentage reduced by roughly one-third as the total shares double from 152,244,604 to 304,489,208.
Shareholders who fully exercise their rights will maintain their proportional ownership, assuming all others do the same. However, the standby guarantors’ potential acquisition of up to 155,484,604 shares (51.06% of the post-offering shares) could substantially alter voting control if other shareholders do not fully subscribe and the guarantors fulfill their standby obligations.
Forward-Looking Statements and Risk Factors
This announcement includes forward-looking information under Canadian securities laws regarding the completion of the rights offering, use of proceeds, and expected shareholder benefits. These statements are based on assumptions and are subject to risks including economic, competitive, political, and social uncertainties. The company does not guarantee the accuracy of these forward-looking statements.
Investors are cautioned not to place undue reliance on these statements. The company does not intend to update forward-looking information except as required by law. Detailed risk disclosures are available in the company’s public filings on SEDAR+, which investors should review before making investment decisions.