Transition completes financing to fund Tranfin pilot

S EPTEMBER 28, 2026 – TheNewswire - T ORONTO, ON | TheNewswire | Clean Energy Transition Inc. (TSX-V: TRAN) (“ transition.inc ” or the “ Company ”) is pleased to announce the closing of a non-brokered private placement of Units and concurrent Royalty Rights offering (together, the “ Financing ”). The Financing provided transition.inc with $420,385 of aggregate gross proceeds (as detailed below), which will fund the Pilot Phase of TranFin, its new Energy-as-a-Service (“ EaaS ”) platform.

The Financing was structured as two separate offerings: a non-brokered private placement of 8,407,700 units (the “ Units ”) at a price of $0.04 per Unit, for aggregate proceeds of $336,308 (the “ Unit Offering ”), and a concurrent offering of 8,407,700 contractual royalty rights (the “ Royalty Rights ”) at a price of $0.01 per Royalty Right, for aggregate proceeds of $84,077 (the “ Concurrent Offering ”). Each Unit consists of one common share of the Company (a “ Share ”) and one common share purchase warrant (a “ Warrant ”), with each Warrant entitling the holder thereof to purchase one additional Share at a price of $0.08 per Share for a period of two years from closing, subject to the Company’s option to accelerate the expiry date if the volume-weighted average price of the Shares on the TSXV equals or exceeds $0.10 per Share for any 10 consecutive trading sessions. The Royalty Right entitles holders, on a pro rata basis by number of Royalty Rights held relative to the total Royalty Rights issued in the Concurrent Offering, to receive quarterly distributions in arrears equal to 50% of the Company’s Cash Flow for Distribution generated by the Pilot Portfolio.

The Financing remains subject to final approval of the TSX Venture Exchange (“ TSXV ”), and all of the securities issued under the Financing will be subject to a four-month and one-day statutory hold period from the date of issuance. The Company did not pay any finder’s fees related to the Financing.

The securities have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or “ U.S. persons ”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an exemption from such registration requirements. 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 the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Insider Participation

The issuance of 2,400,000 Units and 2,400,000 Royalty Rights to certain insiders of the Company under the Financing constitutes a “ related party transaction ” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), requiring TRAN, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval of the related party transaction. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company relied on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as in addition to the Company’s Common Shares not being listed on a specified market, neither the fair market value of the Units and Royalty Rights nor the consideration for such Units and Royalty Rights, insofar as it involves the insiders, exceeds 25 percent of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Financing, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.