Canadian Premium Sand Inc. Announces $1 Million Convertible Debenture Offering
NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION OVER UNITED STATES
NEWSWIRE SERVICES.
Canadian Premium Sand Inc. Announces $1 Million Convertible Debenture Offering
CALGARY, Alberta, March 2, 2026 – Canadian Premium Sand Inc. (“CPS” or the “Company”) (TSXV: CPS)
is pleased to announce a non-brokered private placement (the " Offering") of secured converƟble
debentures (the “ ConverƟble Debentures ”). Pursuant to the Offering, the Company has received
subscripƟons for the ConverƟble Debentures totaling approximately $1 million from those who hold the
Company's outstanding $1.975 million aggregate principal amount of secured debentures due February
26, 2027 (the "Outstanding ConverƟble Debentures") as well as from certain other strategic investors.
The proceeds of the Offering will be used for general working capital purposes as it conƟnues to advance
strategic iniƟaƟves with the conƟnued support of its significant shareholders.
The ConverƟble Debentures bear interest at 12% per annum, compounded quarterly from the date of
issuance and payable in arrears on maturity. The ConverƟble Debentures mature on February 26, 2027
(the “Maturity Date”). The principal amount and accrued interest thereon are convertible into common
shares (“Common Shares”), at the holder's option, at a price of $0.15 per Common Share, subject to
adjustment in certain events, at any time prior to the Maturity Date.
As a condi Ɵon to the comple Ɵon of the Offering, the Company has agreed to amend the conversion
price of the Outstanding Conver Ɵble Debentures from $0.75 to $0.15 per Common Share and make
certain other amendments so that the Outstanding Conver Ɵble Debentures will be on the same terms
as the ConverƟble Debentures.
The Convertible Debentures are a secured obligation of the Company and rank equally with the
Outstanding Convertible Debentures and senior to all present and future indebtedness that is not senior
indebtedness, which will involve the grant by the Company, of a fixed and floating charge over all of its
present and after acquired property.
The Convertible Debentures may be redeemed prior to their Maturity Date by the Company, in whole
or in part, at any time the daily volume weighted average trading price is $0.24 per Common Share or
more over a 30 consecutive trading day period. The Convertible Debentures may be redeemed for either
a cash payment or by issuing Common Shares at a deemed price of $0.15 per Common Share that is
equal to all outstanding principal and accrued interest up to the redemption date or any combination
thereof, on not less than 30 days’ notice to the Convertible Debenture holders. Upon a change of control
of the Company prior to the Maturity Date, unless the holder elects to convert the Conver Ɵble
Debentures into Common Shares, the Company is required to repay all outstanding principal and
accrued interest in cash, together with a change of control premium equal to 3% of the outstanding
principal amount.
Certain directors of the Company, being Lowell Jackson, John Assman, Glenn Leroux, and its significant
shareholder, being Paramount Resources Ltd., directly or indirectly subscribed for an aggregate
amount of $328,000 under the Offering. Accordingly, the Offering constitutes a “related party
transaction” as defined under Multilateral Instrument 61-101 (“MI-61-101”). The Offering is exempt
from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as the
Company is listed on the TSX Venture Exchange and at the time the transaction was agreed to, the fair
market value of the Convertible Debentures issued to insiders or the consideration paid by insiders of
the Company did not exceed 25% of the Company's market capitalization. The Company did not file a
material change report more than 21 days before the expected closing date of the Offering as the
details of the Offering, including the amount to be raised pursuant to the Offering, had not been
confirmed at that time and the Company wished to close the Offering on an expedited basis for sound
business reasons and in a timeframe consistent with usual market practices for transactions of this
nature.
The Offering is anticipated to be completed by the end of March 2026 and remains subject to the
acceptance of the TSX Venture Exchange including the amendments to be made to the Outstanding
Convertible Debentures. The Convertible Debentures and the Common Shares issuable upon
conversion of the Convertible Debentures are subject to a statutory hold period expiring four months
plus a day from the closing date. No Convertible Debenture proceeds have been received by the
Company as at the date hereof.
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
requirement 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 be any sale of
these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Q1 2026 Financial Results
The Company’s unaudited interim condensed consolidated financial statements and notes thereto and
Management’s Discussion and Analysis for the three months ended December 31, 2025, are available
under CPS’s SEDAR+ profile.
About Canadian Premium Sand Inc.
The Company is developing its Wanipigow silica sand resource in Manitoba to supply fracture proppant
to the Western Canada Sedimentary Basin along with other applications for high purity and low iron
silica sand including the manufacture of solar and float glass. The Company is a reporting issuer in
Ontario, Alberta and British Columbia. Its shares trade on the TSX Venture Exchange under the symbol
"CPS".
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CONTACT INFORMATION:
Canadian Premium Sand Inc.
Glenn Leroux
President and Chief Executive Officer
Investor Relations
587.355.3714
www.cpsglass.com
Forward-Looking Information
Certain statements contained in this press release constitute forward-looking statements relating to, without
limitation, expectations, intentions, plans and beliefs, including information as to the future events, results of
operations and the Company’s future performance (both operational and financial) and business prospects. In certain
cases, forward-looking statements can be identified by the use of words such as “expects”, “estimates”, “forecasts”,
“intends”, “anticipates”, “believes”, “plans”, “seeks”, “projects” or variations of such words and phrases, or state that
certain actions, events or results “may” or “will” be taken, occur or be achieved. Such forward-looking statements
reflect the Company's beliefs, estimates and opinions regarding its future growth, results of operations, future
performance (both operational and financial), and business prospects and opportunities at the time such statements
are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or circumstances should change. Forward-looking statements are necessarily based upon a
number of estimates and assumptions made by the Company that are inherently subject to significant business,
economic, competitive, political, geopolitical and social uncertainties and contingencies. Forward-looking statements
are not guarantees of future performance. In particular, this press release contains forward-looking statements
pertaining, but not limited, to: the timing for and completion of the Offering; the use of proceeds of the Offering; the
approval of the Offering (including the amendments to the Outstanding Convertible Debentures) by the TSX Venture
Exchange; and the Company's objectives, strategies and competitive strengths. By their nature, forward-looking
statements involve numerous current assumptions, known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company to differ materially from those anticipated
by the Company and described in the forward-looking statements. The forward-looking information and statements
contained in this document speak only as of the date hereof and the Company does not assume any obligation to
publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to
applicable laws.