Prime Drink Group Announces Subscription Receipt Financing and Closing of Second Tranche of Private Placement of Units

MONTREAL — Prime Drink Group Corp. (CSE: PRME) (“Prime” or the “Company”) announces the launch of a proposed private placement financing of subscription receipts for maximum aggregate gross proceeds of CA$4.0 million (the “Financing”) and that it has received a CA$2.5 million lead order from an institutional investor in connection with the Financing.

Each subscription receipt will entitle the holder thereof, upon satisfaction of the Escrow Release Conditions (as defined below), and without payment of any additional consideration or further action on the part of the holder, to receive one common share of the Company (a “Common Share”) at a deemed price of CA$0.10 per Common Share, and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of CA$0.11 per Common Share for a period of two (2) years following the date of issuance.

Upon closing of the Financing and receipt of the funds, the gross proceeds of the Financing will be deposited and held in escrow pending the satisfaction of certain escrow release conditions, including the completion of the Company’s proposed acquisition of Prime Capital Investments Inc. and the completion of the strategic partnership with 9435-7639 Québec Inc., doing business as GefCo, a company forming part of Les Entreprises du Groupe Geloso, which were previously announced by the Company on August 26 and August 27, 2026, respectively (collectively, the “Escrow Release Conditions”). Upon satisfaction of the Escrow Release Conditions, the net proceeds of the Financing will be released to the Company and each subscription receipt will automatically be converted into one Common Share and one Warrant in accordance with its terms.

In connection with the Financing, the Company may pay a finder’s fee to eligible finders in accordance with applicable securities laws and the policies of the Canadian Securities Exchange (the “CSE”).

The Financing will be completed in reliance on applicable prospectus exemptions under Canadian securities laws. The securities issued in connection with the Financing will be subject to restrictions on resale in Canada for a period of four months and one day from the applicable date of issuance. The proceeds from the Financing will be used to satisfy a portion of the cash consideration payable in connection with the acquisition of Prime Capital Investments Inc. and for general working capital purposes.

The Financing remains subject to applicable regulatory approval, including the approval of the CSE.

The Company announces a second closing of its previously announced non-brokered private placement offering of units of the Company (the “Unit Offering”) for gross proceeds of $200,000. In connection with the second closing, the Company issued 4,000,000 Common Shares and 4,000,000 Warrants. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.10 per share for a period of two (2) years from the date of issuance.

The securities underlying the units issued pursuant to the Unit Offering are subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The Unit Offering is subject to the final approval of the CSE and any other applicable regulatory approvals.

The Company intends to allocate the net proceeds of the Unit Offering to general working capital purposes.

The Company will not pay any finder’s fees in connection with the second closing of the Unit Offering.

Insiders of the Company purchased an aggregate of 1,200,000 Common Shares and 1,200,000 Warrants of the Unit Offering for gross proceeds of $60,000. The participation by such insiders in the Unit Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such transaction is exempt from the minority approval and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1) of MI 61-101, as neither the fair market value of the Units nor the consideration for the Units paid by such interested parties, exceeded 25% of the Company’s market capitalization.

The Company further announces that it has extended the deadline for its Unit Offering by an additional 30 days, on the same terms and conditions as those disclosed in its press release dated August 26, 2026.

The Company announces that Alexandre Côté has resigned as a member of the Board of Directors, effective October 6, 2026. The Board would like to thank Mr. Côté for his contributions over the years and wishes him all the best in his future endeavours.

Prime Drink Group Corp (CSE: PRME) is a Québec-based corporation focused on becoming a leading diversified holding company in the beverage, influencer media and hospitality sectors.

Contacts

Jean Gosselin, CFO

Phone: (514) 394-7717

Email: