Cizzle Brands Corporation Announces Closing of US$6.2 Million Senior Secured Convertible Note Financing

Joseph Gunnar & Co., LLC acted as exclusive placement agent on the US financing.

TORONTO--(BUSINESS WIRE)--Cizzle Brands Corporation (Cboe Canada: CZZL; OTCQB: CZZLF; Frankfurt: 8YF) (“Cizzle Brands” or the “Company”), the vertically integrated sports nutrition company that is elevating the game in health and wellness, today announced the closing of a senior secured convertible note financing with Ascent Partners Fund LLC (“Ascent”) for gross proceeds of US$6,200,000 (the “Ascent Financing”), and that it has secured a commitment, subject to Cboe Canada approval, for an additional C$1,000,000 unsecured convertible note with a single accredited investor (the “Unsecured Financing” and, together with the Ascent Financing, the “Financings”).

Use of Proceeds

The Company intends to use the net proceeds of the Financings for working capital and general corporate purposes, including continued execution of its U.S. and Canadian retail expansion of CWENCH Hydration™ and the broader Cizzle Brands portfolio, and to support operations at the CWENCH Hydration Factory.

Key Terms of the Ascent Financing

Under the terms of the Ascent Financing, the Company issued to Ascent (i) a senior secured convertible promissory note in the principal amount of US$6,720,867.21 (the “Ascent Note”) for a purchase price of US$6,200,000, reflecting an original issue discount, (ii) 21,460,534 common share purchase warrants (the “Warrants”), and (iii) 429,210 common shares of the Company representing a one-time, non-refundable closing fee equal to 1.5% of the principal amount of the Ascent Note, valued at the C$0.32 per share (the “Closing Shares”).

The term of the Ascent Note is 18 months and bears interest at a rate of 9.5% per annum, payable monthly in arrears, with interest guaranteed for 18 months. At the Company’s option, scheduled amortization payments and interest payments (other than payments in respect of the original issue discount) may be settled in cash or, subject to satisfaction of customary equity payment conditions, common shares of the Company.

The Ascent Note (other than amounts in respect of the original issue discount) is convertible into common shares of the Company at the option of the holder, in whole or in part, at a conversion price equal to the U.S. dollar equivalent of C$0.32 per common share, subject to customary anti-dilution adjustments. The Warrants have a five-year term and have an exercise price equal to the U.S. dollar equivalent of C$0.32. The Warrants include a forced exercise right in favour of the Company that may be triggered if the ten-day VWAP of the common shares equals or exceeds C$0.96, subject to satisfaction of certain trading volume conditions.

The Ascent Note requires the Company to prepay (i) 20% of the net proceeds of certain public or private debt or equity issuance up to US$10,000,000, and (ii) 33% of the net proceeds of any such issuance of US$10,000,000 or more, in each case subject to the holder’s conversion right and to certain customary exceptions.

The Ascent Note is secured by a second-priority subordinated lien over substantially all of the assets of the Company and certain of its subsidiaries, and is guaranteed by certain subsidiaries of the Company, in each case subject to customary intercreditor and standstill arrangements with the Company’s existing senior lenders, including OIC Investment Agent, LLC, RI Flow Sub LLC and eCapital Asset Based Lending Corp.

"This financing meaningfully strengthens our balance sheet at a pivotal moment for the business," said John Celenza, Founder, Chairman and Chief Executive Officer of Cizzle Brands. "With CWENCH Hydration™ now live in Walmart Canada, Target in the United States, and over 6,000 points of distribution across North America and Europe, and with the CWENCH Hydration Factory ramping production, we are entering the most commercially significant phase in our Company's history. The capital from this financing gives us the working capital flexibility to support that scale-up, fund continued retail and partnership expansion, and execute against the operating plan we laid out coming into the second half of fiscal 2026. We are pleased to have Ascent as a new institutional supporter and grateful for the continued conviction of our existing shareholder base."

Joseph Gunnar & Co., LLC acted as exclusive placement agent in connection with the Ascent Financing. In consideration of its services, the Company has paid Joseph Gunnar a cash placement fee and issued to Joseph Gunnar (or its designees) compensation warrants, in each case calculated in accordance with the Company’s engagement letter with Joseph Gunnar dated March 5, 2026.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued in the Financings have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Cizzle Brands Corporation

Cizzle Brands Corporation is a vertically integrated sports nutrition company that is elevating the game in health and wellness. Through extensive collaboration and testing with leading athletes and trainers across several sports, Cizzle Brands has launched three game-changing brands: (i) CWENCH Hydration™, abetter-for-you sports drink that is now carried in over 6,200 locations in Canada, the United States, and Europe; (ii) Spoken™ Nutrition, a premium brand of athlete-grade nutraceuticals that carry the prestigious NSF Certified for Sport® qualification; and (iii) HappiEats™, upgrading everyday eats with high-performance foods such as Sport Pasta™ and SnakStars™ Sport Bites. It also owns and operates The CWENCH Hydration Factory, a manufacturing facility that produces CWENCH Hydration and other leading beverage brands in Tetra Pak packaging. All Cizzle Brands products are designed to help people of all ages achieve their best in competitive sports and in living a healthy, vibrant, active lifestyle.

For more information about Cizzle Brands, please visit: https://www.cizzlebrands.com/

For more information about CWENCH Hydration™, please visit: https://www.cwenchhydration.com

For more information about Spoken™ Nutrition, please visit: https://www.spokennutrition.com

For more information about HappiEats™,please visit https://www.myhappieats.com

Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the anticipated use of proceeds of the Financings, the expected payment of interest and amortization payments in cash or common shares, the anticipated benefits of the Financings to the Company and its shareholders, the Company’s growth strategy, retail expansion and product launches, and the timing and form of registration or qualification of the underlying common shares for resale. Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, included increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, financing, capitalization and liquidity risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, those described in the Company’s public disclosure documents available on SEDAR+ at www.sedarplus.com. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.