Company Concurrently Announces Non-Brokered Private Placement to Fund U.S. Commercial Launch
Toronto, Ontario--(Newsfile Corp. - September 8, 2026) - Altrova Health Inc. (CSE: ROVA) (OTCQB: ATVHF) (FSE: WF8) ("Altrova Health" or the "Company") is pleased to announce that it has entered into an exclusive distribution agreement (the "Distribution Agreement") with Reliability Funding LLC ("Reliability" or the "Distributor") appointing Reliability as the Company's exclusive sales agent and distributor for its product portfolio across the entire United States. The Distribution Agreement establishes a U.S. distribution channel for Altrova Health's detection, protection and wellness products and marks the Company's formal entry into the U.S. health and safety market.
To fund the launch and commercialization of this new U.S. channel, the Company is concurrently announcing a non-brokered private placement of units of the Company (the "Offering") for gross proceeds of up to US$500,000. All dollar amounts in this news release are expressed in Canadian dollars unless otherwise indicated.
Exclusive U.S. Distribution Agreement
Under the Distribution Agreement, Reliability has been appointed as Altrova Health's exclusive sales agent and distributor throughout the United States, with responsibility for driving sales, business development, customer onboarding and account management across U.S. commercial channels, including retail, online, commercial, healthcare and government accounts. The appointment covers Altrova Health's current and future product lines - spanning its detection, protection and wellness portfolio, with the exception of the NIRLAB SA ("NIRLAB") NIRLIGHT drug analysis device, which is expressly carved out of the arrangement.
The Distribution Agreement is structured as an incentive-aligned partnership. Reliability is responsible for identifying and developing qualified sales opportunities, introducing and servicing customers, and building out the Company's U.S. sales channels, while Altrova Health retains ownership of its brands, intellectual property and manufacturing and supply function and is responsible for supplying product, onboarding and activating customers, and fulfilling orders. As compensation for the exclusive rights granted and the sales, marketing and business-development services to be provided, Reliability is entitled to a share of the profit generated on U.S. sales of the Company's products. The Company will retain the balance of the economics on those sales, and the Company believes the arrangement aligns the Distributor's incentives directly with U.S. revenue growth at limited fixed cost to the Company.
The Distribution Agreement has an initial term of two years and provides for automatic renewal for successive terms based on the achievement of agreed performance thresholds. The appointment forms part the Company's strategy to scale commercialization of its portfolio in the United States. The Distribution Agreement does not provide for any guaranteed purchase orders, minimum purchase commitments or guaranteed sales, and there can be no assurance as to the level of sales, if any, that will be generated under the arrangement.
"The United States represents an important market for our products, and partnering with an exclusive distribution partner lets us move into that market with focus and speed," said Geoff Benic, Chief Executive Officer of Altrova Health. "This agreement gives us a U.S. distribution platform for our detection, protection, and wellness products while we continue to do what we do best, build great products and stand behind our brands. We intend to use the proceeds of the concurrent financing to put inventory, onboarding and sales support in place so we can convert this opportunity into commercial traction."
The Financing
Each unit (a "Unit") will be issued at a price of C$0.05 per Unit and will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$0.06 per Common Share for a period of three years following the applicable closing date of the Offering. The securities to be issued pursuant to the Offering will be offered and issued pursuant to available prospectus exemptions under applicable securities laws. All securities issued under the Offering will be subject to a statutory hold period of four months and one day from the applicable date of issuance, in accordance with applicable securities laws and the policies of the CSE. Completion of the Offering remains subject to the receipt of all required regulatory approvals, including the approval of the CSE, and the satisfaction of other customary closing conditions. The Offering may close in one or more tranches.
The Company intends to use the net proceeds of the Offering to implement and commercialize the Distribution Agreement. The minimum proceeds of the Offering are intended to be allocated to product procurement and initial inventory required to support the launch of the U.S. distribution channel, customer onboarding and related items, approved product, training, marketing and sales, and general corporate and working capital purposes.
The Company may pay finder's fees and issue finder warrants in connection with the Offering in accordance with applicable securities laws and the policies of the CSE.
The securities referred to in this news release have not been, and will not be, registered under the United States 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 under the U.S. Securities Act and applicable U.S. state securities laws or compliance with an applicable exemption from those registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Reliability Funding
Reliability Funding is a U.S. based distributor led by Yehuda "Jay" Adams, an accomplished entrepreneur and executive with extensive experience building and scaling companies, sales channels and distribution platforms. His career spans telecommunications, cellular services, prepaid calling cards, consumer products, financial services and, most recently, the peptide sector.
Adams' leadership experience includes serving as CEO of venture-backed businesses, Cuentas Mobile, a subsidiary of publicly traded Cuentas Inc., and Fusion Global Services, a joint venture with the then-publicly traded Fusion Connect. He has led organizations generating more than $100 million in annual revenue and developed nationwide distribution networks serving tens of thousands of retail locations. Through Reliability Funding, Adams brings deep experience in operational development, strategic partnerships and direct-to-retailer and direct-to-consumer distribution.
About Altrova Health Inc.
Altrova Health Inc. (CSE: ROVA) (OTCQB: ATVHF) (FSE: WF8) is a Canadian public company building a growing portfolio of health solutions across detection, protection, treatment, and wellness. The Company's current product portfolio includes exclusive Canadian distribution rights for the NIRLAB SA ("NIRLAB") NIRLIGHT drug analysis device, the ToxiShield fentanyl and drink-spiking detection product line, and the O-Spray product line, alongside the rapid detection strip portfolio of its subsidiary Drug Lab 118 Ltd.
For more information, please visit: www.altrovahealth.com
For additional information, please contact:
Geoff Benic
Chief Executive Officer
Altrova Health Inc.
Email: geoff@altrovahealth.com
Phone: +1 647-880-7314
Website: www.altrovahealth.com
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation. Forward-looking information is generally, but not always, identified by words such as "anticipate", "believe", "expect", "intend", "may", "plan", "propose", "should", "will" and similar expressions, or statements that certain events or conditions "may" or "will" occur.
Forward-looking information in this news release includes, but is not limited to, statements regarding: the proposed completion, timing, size and terms of the Offering; the entering into, terms, implementation and commercialization of the Distribution Agreement; the appointment of the Distributor as the Company's exclusive U.S. sales agent and distributor; the anticipated development of the Company's U.S. distribution channel; the intended allocation and use of the net proceeds of the Offering; the payment of any finder's fees and issuance of finder warrants; anticipated insider participation and the availability of exemptions under MI 61-101; the absence of any new control person or effect on control; and the receipt of CSE and other required approvals.
Forward-looking information is based on management's current expectations and assumptions, including assumptions that: the Company will receive subscriptions sufficient to complete the Offering within the disclosed range; the Company and the Distributor will enter into (or have entered into) a definitive Distribution Agreement on the contemplated terms; the Offering price and Warrant exercise price will be, or have been, accepted and price-protected by the CSE; all required corporate, regulatory and CSE approvals will be obtained on a timely basis; the Company will apply the net proceeds of the Offering substantially as described; and the Company will be able to implement and commercialize the U.S. distribution channel as contemplated. Although management considers these assumptions reasonable as of the date of this news release, there can be no assurance that they will prove to be correct.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including, among others: the risk that the Offering is delayed, restructured, reduced or not completed; the risk that sufficient subscriptions are not obtained; the risk that a definitive Distribution Agreement is not entered into, or is terminated, or that its terms differ from those currently contemplated; the risk that the Distribution Agreement does not result in any orders, sales or revenue; the risk that required CSE or other regulatory approvals are not obtained or are obtained subject to conditions; changes in the market price of the Common Shares or in applicable foreign exchange rates; the risk that the Company's intended use of proceeds changes due to business, market or other circumstances; and the other risks described in the Company's public disclosure record available under its profile on SEDAR+ at www.sedarplus.ca.
The forward-looking information contained in this news release is made as of the date hereof. Readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date made. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
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