Trenchant Technologies Capital Corp. (AITT) Raises $500,000 in First Tranche of Convertible Debenture Private Placement

First Tranche Raises $500,000 in Convertible Debentures

Trenchant Technologies Capital Corp. confirmed in its July 14, 2026 release that the first tranche of its private placement closed on July 10, 2026. The company issued 500 convertible debentures, each with a face value of $1,000, generating gross proceeds of $500,000. This offering was initially announced on July 3, 2026.

The company expects to close the remainder of the offering within the next few weeks, although no final target amount was disclosed. Proceeds will be used for general working capital and investments in existing portfolio companies or new opportunities, according to the release.

Debenture Terms: 12% Interest and One-Year Maturity

The debentures issued bear a 12% annual interest rate and mature twelve months from issuance, placing the maturity date in July 2027 based on the July 10, 2026 closing date. The company did not explicitly state this date in the announcement.

This 12% yield positions the debentures as relatively high-yield short-term corporate securities. Investors may closely monitor these terms given the company's focus on artificial intelligence, quantum computing, and cybersecurity sectors, which typically involve significant early-stage investment risks.

Conversion Option at $0.10 Per Share

The debentures include a conversion feature allowing holders to convert principal and accrued interest into common shares at $0.10 per share at their sole option. The conversion price is subject to adjustments as outlined in the debenture certificates.

This conversion option provides holders with potential upside if the company's share price exceeds the $0.10 conversion price. All securities issued under the offering are subject to a statutory hold period of four months and one day, limiting early secondary market trading.

Insider Participation and Related Party Exemptions Under MI 61-101

An insider, Thomas English, participated in the first tranche and is considered a "related party" under Multilateral Instrument 61-101 14 Protection of Minority Security Holders in Special Transactions (MI 61-101). This triggers disclosure requirements designed to protect minority shareholders.

The company claims exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101, as the fair market value of the insider's participation does not exceed 25% of the company's market capitalization. A material change report was not filed more than 21 days before closing because the insider's participation details were finalized shortly before closing, and the company sought to close promptly for business reasons.

Early Warning Disclosure: Thomas English Acquires All 500 Debentures

Thomas English, Interim CEO of Trenchant Technologies Capital Corp., acquired all 500 debentures issued in the first tranche. Since this acquisition represents more than a 2% increase in holdings of a 10% security holder, early warning disclosure under National Instrument 62-103 is required. Mr. English will file a formal early warning report on SEDAR+ under the company's profile.

Before closing, Mr. English held 6,262,500 shares directly, 2,861,000 shares through an RRSP, 4,000 shares via Burton Financial Inc., and 7,303,561 shares issuable upon conversion of previously acquired debentures. This amounted to 13.88% of the 65,761,286 shares issued and outstanding as of July 9, 2026. On a partially diluted basis, assuming full conversion of prior debentures, his stake was 22.49% (16,431,061 shares).

Post-Tranche Ownership and Dilution Impact

After the first tranche closed on July 10, 2026, Mr. English's undiluted ownership remained at 13.88% of the 65,761,286 shares outstanding as of July 11, 2026, since no new common shares were issued directly. However, his potential diluted ownership increased significantly due to the new debentures, which could convert into 5,000,000 additional shares, raising his total convertible exposure to 12,303,561 shares.

If Mr. English exercises all warrants and converts all previously held and newly acquired debentures, he would hold 21,431,061 shares, representing 27.45% of issued and outstanding shares on a partially diluted basis. The announcement notes his intention to monitor company performance and possibly reduce holdings to keep undiluted ownership below 19.9%.

Investment Intent and Future Securities Activity

The debentures were acquired for investment purposes. Mr. English indicated that depending on company performance, market conditions, and other factors, he may acquire additional securities as appropriate. The announcement also states that some or all securities disclosed may be disposed of in compliance with regulatory requirements.

This forward-looking statement is standard in early warning disclosures and does not commit to any specific action. Investors may watch for further SEDAR+ filings from Mr. English as the offering progresses.

U.S. Securities Law Compliance and Offering Restrictions

The announcement clarifies that none of the securities issued, including those in the first tranche, have been or will be registered under the U.S. Securities Act of 1933, as amended. These securities cannot be offered or sold in the U.S. without registration or an applicable exemption.

This notice aligns with the company's dual listing on the Canadian Securities Exchange and OTC Pink markets (symbol AITTF), making its securities accessible to U.S. retail investors. The release explicitly states it is not an offer or solicitation to buy or sell securities where such actions would be unlawful.

About Trenchant Technologies Capital Corp. and Its Focus Areas

Trenchant Technologies Capital Corp. describes itself as a "forward-thinking investment issuer" dedicated to transformative ventures in artificial intelligence, quantum computing, and next-generation cybersecurity. The company trades on the CSE under ticker AITT and OTC Pink under AITTF, with headquarters in Toronto, Ontario.

As an investment issuer, its financial results depend on portfolio investment outcomes rather than direct operating revenues. Using convertible debenture financings is common for early-stage issuers seeking flexible capital. The company intends to deploy proceeds toward portfolio companies or new high-growth technology opportunities, though no specific targets were disclosed.

Broader Private Placement Offering Context

The first tranche marks the initial closing of a broader private placement announced on July 3, 2026. The total offering size remains undisclosed. The company expects to close remaining tranches in the coming weeks, potentially involving additional investors, though no further subscriber or term details were provided.

Closing private placements in multiple tranches is typical for small-cap issuers on the CSE, enabling quick access to initial capital while securing further investor participation. The twelve-month maturity and 12% interest rate reflect the risk profile of early-stage technology investment companies seeking short-term working capital and deal execution funding.