SALTIRE CAPITAL LTD. ANNOUNCES FINAL CLOSING OF PRIVATE PLACEMENT

SALTIRE CAPITAL LTD. ANNOUNCES FINAL CLOSING OF PRIVATE PLACEMENT

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TORONTO, Aug. 19, 2025 /CNW/ - Saltire Capital Ltd. ("Saltire" or the "Company") (TSX: SLT) (TSX: SLT.U) (TSX: SLT.WT.U) is pleased to announce the final closing ("Closing") of the non-brokered portion of its previously announced private placement (the "Private Placement") of up to 424,448 common shares in the capital of the Company ("Common Shares") at a price of $11.78 per Common Share (the "Offering Price"). Pursuant to the Closing, the Company raised gross proceeds of $820,100.04 through the issuance of 69,618 Common Shares, for aggregate gross proceeds under the Private Placement of $3,908,816.04 through the issuance of an aggregate of 331,818 Common Shares.

Andrew Clark, CEO of Saltire, purchased 2,122 Common Shares in the non-brokered portion of the Private Placement for $24,997.16. As a result, the Private Placement is a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Private Placement is exempt from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(a) of MI 61-101 and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(a) of MI 61-101, in each case on the basis that neither the fair market value of the Common Shares to be issued to related parties nor the consideration to be paid by related parties pursuant to the Private Placement exceeds 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected date of completion of the Private Placement as the participation therein by related parties was not settled until shortly prior to completion. 

The net proceeds from the Private Placement will be used to indirectly fund a portion of the cash purchase price payable in respect of the Company's previously completed acquisition of SanStone Investments Limited.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.

About Saltire Capital Ltd.

Saltire is a long-term capital partner that allocates capital to equity, debt and/or hybrid securities of high-quality private companies. Investments made by Saltire consist of meaningful and influential stakes in carefully selected private companies that it believes are under-valued businesses with the potential to significantly improve fundamental value over the long-term. These businesses will generally have high barriers to entry, predictable revenue streams and cash flows and defensive characteristics. Although Saltire primarily allocates capital to private companies, Saltire may, in certain circumstances if the opportunity arises, also pursue opportunities with orphaned or value challenged small and micro-cap public companies. Saltire provides investors with access to private and control-level investments typically reserved for larger players, while maintaining liquidity.

Forward Looking Information

This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws ("Forward-Looking Statements"). The Forward-Looking Statements contained in this press release relate to future events or Saltire's future plans, operations, strategy, performance or financial position, and are based on Saltire's current expectations, estimates, projections, beliefs and assumptions. Such Forward-Looking Statements have been made by Saltire in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be Forward-Looking Statements. Such Forward-Looking Statements are often, but not always, identified by the use of words such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", "continue", "expect", "potential", "proposed" and other similar words and expressions.

Forward-Looking Statements are based on certain expectations and assumptions and are subject to known and unknown risks and uncertainties and other factors, many of which are beyond Saltire's control, that could cause actual events, results, performance and achievements to differ materially from those anticipated in these Forward-Looking Statements. Forward-Looking Statements are provided for the purpose of assisting the reader in understanding Saltire and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-Looking Statements should not be read as guarantees of future performance or results. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which speak only as of the date of this press release. Unless otherwise noted or the context otherwise indicates, the Forward-Looking Statements contained herein are provided as of the date hereof, and Saltire disclaims any intention or obligation, except to the extent required by law, to update or revise any Forward-Looking Statements as a result of new information or future events, or for any other reason.

This press release should be read in conjunction with the management's discussion and analysis and unaudited condensed consolidated interim financial statements and notes thereto as at and for the three and six months ended June 30, 2025 and Saltire's Annual Information Form for the year ended December 31, 2024 dated March 28, 2025. Additional information about Saltire, including with respect to the risk factors that should be taken into consideration when reading this press release and the Forward-Looking Statements, is available on Saltire's profile on SEDAR+ at www.sedar.ca.

SOURCE Saltire Capital Ltd.