Vancouver, BC – TheNewswire - July 22, 2025 – Critical Infrastructure Technologies Ltd. (CSE: CTTT) (OTCQB: CITLF) (FRA: X9V) ("CiTech" or the "Company"), is pleased to announce a non-brokered private placement financing (the “Offering”) of up to 10,000,000 units of the Company (“Units”) at a price of C$0.05 per Unit for aggregate gross proceeds of up to C$500,000.  Each Unit consists of one common share in the capital of the Company (the “Shares”) and one common share purchase warrant (each, a “Warrant”), with each Warrant exercisable for a period of 36 months from the date of issuance at an exercise price of $0.10 per Share. The Units and Shares issuable upon exercise of the Warrants sold pursuant to the Offering will be subject to a four month hold period pursuant to securities laws in Canada.

The Company intends to use the net proceeds of the Offering for general working capital and the payment of compensation to Plutus (as defined below).

The closing of the Offering is subject to certain conditions including, but not limited to, the submission of all required forms to the Canadian Securities Exchange (“CSE”).  

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

Debt Settlement

The Company also announces that it has agreed to settle a debt relating to certain management fees to Brenton Scott, the CEO, President and director of the Company, to Andrew Hill, a director of the Company and to certain creditors by issuing an aggregate of 10,000,000 units of the Company (the “Settlement Units”) at a deemed price of $0.05 per Settlement Unit. Each Settlement Unit is comprised of one Share and one common share purchase warrants (“Settlement Warrant”), with each Settlement Warrant exercisable for a period of 36 months from the date of issuance at an exercise price of $0.10 per Share.  The Settlement Units and Shares issuable upon exercise of the Settlement Warrants will be subject to a four month hold period pursuant to securities laws in Canada.

The Issuer will rely on the exemptions from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as the fair market value of the consideration paid for the debt assignments to related parties of the Company does not exceed 25% of the Issuer’s market capitalization.

The closing of the Debt Settlement is subject to certain conditions including, but not limited to, the submission of all required forms to the CSE.  

Amended and Restated Equity Incentive Plan and Grants under such Plan

The board of directors of the Company have authorized the adoption of an amended and restated equity incentive plan of the Company on July 4, 2025 (the “Amended Plan”), and, pursuant to Section 6.5(4) of Policy 6 of the CSE, was approved by 50% of the Company’s shareholders via consent resolution.  Under the Amended Plan, the aggregate number of common shares that may be reserved for issuance, and conditionally allotted and issued, to eligible participants under the Amended Plan, shall not exceed 16,675,000.  

The Company further announces the grant of an aggregate of 7,450,000 incentive stock options (“Options”) and 8,000,000 restricted share units (“RSUs”) to certain eligible participants, including certain directors and officers of the Company, under the Amended Plan. The Options shall vest on the date of issuance thereof.  Upon vesting, each Option shall be exercisable to acquire one Share for a period of 3 years at an exercise price of $0.10.  Each RSU, which shall either vest: (i) on the nine-month anniversary of the date of issuance thereof; (ii) on the six-month anniversary of the date of issuance thereof; or (iii) four-month anniversary of the date of issuance thereof, shall entitle the holder thereof to the issuance of one Share of the Company upon redemption thereof.

After the aforementioned grants, the Company has 16,000,000 Options and RSUs granted and have 675,000 remaining available under the Amended Plan for future grant of any additional awards.

For additional information, please refer to the Amended Plan posted to the Company’s SEDAR+ profile at www.sedarplus.ca.

Engagement of Plutus

In addition, the Company has entered into a consulting agreement with Plutus Invest and Consulting GmbH (“Plutus”) dated July 16, 2025, pursuant to which Plutus will provide the Company with marketing and communications services for a twelve-month term. The marketing services provided by Plutus will be in consulting with the Company's management in building investor awareness of the Company through Plutus's network in Europe. The Company has agreed to pay Plutus a consulting fee of approximately €100,000 (with an option to extend the initial campaign or launch another campaign within the term for an additional €100,000) payable upon the commencement of services and over the term of twelve months. The consulting agreement with Plutus was negotiated through arm’s length negotiations.

The engagement of Plutus is subject to certain conditions including, but not limited to, the submission of all required forms to the CSE.  

On Behalf of the Board of Directors:

Brenton Scott
Director & Chief Executive Officer

Critical Infrastructure Technologies Ltd.
📧 Brenton.s@citech.com.au
📞 +61 411 751 191

About Critical Infrastructure Technologies Ltd.

Listed on the CSE with operations in Perth, Western Australia, CiTech is creating autonomous, high capacity, rapidly deployable technology that delivers essential services to where they are needed most. CiTech is targeting the mining, emergency services and defence sectors in relation to its first product release, the Nexus 16, which aims to provide critical mobile telecommunications for such sectors. Using patented technologies, CiTech’s self-deploying platform (SDP) provides a solution for two of the greatest limitations of current rapidly deployable communication solutions, strength of the tower and ability to rapidly self-deploy and operate, in numerous situations. The SDP is designed to support radio equipment including LTE (Long Term Evolution) and several other technology payloads, such as surveillance and anti-drone systems. CiTech has completed the research and development phase and is currently commercialising the first of many products that will be released. To learn more about the Company, visit www.citech.com.au.

 

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward Looking Information

This news release contains forward looking information or statements within the meaning of applicable securities laws, which may include, without limitation, statements relating to the terms and completion of the Offering and Debt Settlement, the use of proceeds of the Offering, the receipt of regulatory and stock exchange approval in respect of the Offering and Debt Settlement, the technical, financial, and business prospects of the Company, its assets and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward looking information or statements. Although the Company believes the expectations expressed in such forward-looking information or statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking information or statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, the ability to achieve its goals, expected costs and timelines to achieve the Company’s goals, that general business and economic conditions will not change in a material adverse manner, and that financing will be available if and when needed and on reasonable terms. Such forward looking information or statements reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties included in in documents filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive, and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking information or statements include, but are not limited to, the ability of the Company to complete the Offering and Debt Settlement on the terms described herein, including obtaining the requisite regulatory and stock exchange approvals, continued availability of capital and financing and general economic, market or business conditions, failure to compete effectively with competitors, failure to maintain or obtain all necessary permits, approvals and authorizations, failure to comply with applicable laws, including environmental laws, risks relating to unanticipated operational difficulties. The Company does not undertake to update forward looking statements or forward-looking information, except as required by law.