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Pool Safe Inc. — Capital/Financing Update 2026
May 14, 2026
46502_rns_2026-05-14_cc4b1162-3f72-4a89-8fb6-d8e3e0552890.pdf
Capital/Financing Update
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MATERIAL CHANGE REPORT
Form 51-102F3
- Name and Address of Company
Pool Safe Inc. ("Pool Safe" or the "Company")
906 Magnetic Drive
North York, Ontario M3J 2C4
- Date of Material Change
May 4, 2026.
- News Release
News releases were issued and disseminated on May 4, 2026 and filed on SEDAR+ at www.sedarplus.ca.
- Summary of Material Change
On May 4, 2026, Pool Safe announced the closing of concurrent non-brokered private placements of common shares and senior secured convertible debentures for gross proceeds of approximately $3 million.
- Full Description of Material Change
On May 4, 2026, Pool Safe announced that it has closed its previously announced non-brokered private placements, raising aggregate gross proceeds of approximately $3.02 million consisting of: (i) a private placement of common shares of the Company (the "Shares") for gross proceeds of $1,011,550 at a price of $0.30 per Share (the "Equity Offering"); and (ii) a private placement of $2,009,000 principal amount of senior secured convertible debentures of the Company (each, a "Convertible Debenture") at a price of $1,000 per Convertible Debenture (the "Debenture Offering"; together with the Equity Offering, the "Offerings"). In connection with the Debenture Offering, each Convertible Debenture bears interest at a rate of 12% per annum, payable quarterly on the fifth business day of each quarter in cash and will mature on the date that is 36 months from the applicable closing date. Each Convertible Debenture will be convertible, at the option of the holder, into Shares (the "Underlying Shares") at a conversion price of $0.50 per Underlying Share until maturity. The Convertible Debentures will not be listed on any exchange. The Convertible Debentures will be senior secured obligations of the Company and are secured by (i) a general security agreement over all present and after-acquired assets of the Company and (ii) an assignment of revenues and receivables under key revenue-generating contracts of the Company, including the LounGenie contracts, in each case to the extent permitted and subject to required third-party consents, as set out in the definitive documentation. The net proceeds from the Offerings are expected to be used for the purchase of inventory for LounGenie deployments, repayment of the Company's senior secured debenture and other legacy debt, and general working capital purposes.
The Offerings were completed by way of private placement exemptions in all provinces of Canada and in such jurisdictions outside of Canada (including the United States) as may be agreed by the Company, provided that no prospectus filing or comparable obligation arises in any such jurisdiction. All securities issued under the Offerings (including the Shares, Convertible Debentures and Underlying Shares) are subject to a statutory hold period of four months and one day from the closing date. Final approval of the Offerings is being sought by the Company under the policies of the TSX Venture Exchange ("TSXV"). Certain insiders of the Company subscribed for an aggregate of 133,333 Shares for $40,000 under the Equity Offering, which constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the acquired securities by such insiders did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The insider private placements were approved by the disinterested directors
of the Company who concluded that the Offerings were entered into on market terms and were fair to minority security holders.
No finder's fees or payments were made in connection with the Offerings.
In connection with the Offerings, David Deacon ("Mr. D. Deacon"), and David Berger ("Mr. Berger"), each a director of the Company, participated in the Equity Offering as follows:
| Name of Insider | Position with the Company | Number of Securities Issued | Value | Number and percentage of common shares held before Closing(1) | Number and percentage of common shares held after Closing(1) |
|---|---|---|---|---|---|
| David Deacon | Director | 50,000 | $15.000 | Nil Shares (0%) | 50,000 Shares (0.29% on non-diluted basis) |
| David Berger | Director | 83,333 | $25.000 | 2,133,721 Shares held personally and 252,402 Shares held by Berger Group Inc. (17.28%) | 2,133,721 Shares held personally and 252,402 Shares held by Berger Group Inc. (14.37% on non-diluted basis) |
Note:
(1) Calculated on a non-diluted basis, inclusive of common shares beneficially owned, controlled or directed, directly or indirectly, and based on 13,808,720 Common Shares issued and outstanding prior to the closing of the Offerings and 17,180,553 Common Shares issued and outstanding immediately following the closing of the Offerings.
To the knowledge of the Company and its directors and senior officers, after reasonable inquiry, no prior valuation has been made in respect of the Company related to the Offerings within the 24 months preceding the date thereof.
The Company did not receive any bona fide prior offers related to the Offerings during the 24 months preceding the closing.
The Offerings were conducted to provide the Company with capital to execute on its operational strategy and to provide funds for capital expenditures, potential acquisitions, brand and sales investment, working capital, and general corporate purposes. The successful closing of the Offerings will allow the Company to continue to pursue its current and future business objectives.
The Company did not file a material change report more than 21 days before the closing of the Offerings as the details of the Offerings, and the confirmation of insider participation in the Offerings, was not definitively known to the Company until the date of the closing of the Offerings and the board of directors determined that it was in the best interests of the Company to close the Offerings as soon as practicable.
6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable. The Company did not rely on subsection 7.1(2) of National Instrument 51-102 in connection with this report.
7. Omitted Information
Not applicable.
8. Executive Officer
Inquiries in respect of this Material Change Report may be directed to:
Steven Glaser, C.O.O. / C.F.O.
E-mail: [email protected]
Telephone: 416-630-2444
9. Date of Report
May 14, 2026.