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TORONTO--(BUSINESS WIRE)--Jul. 15, 2025-- Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF) (Frankfurt: 8YF) (the “Company” or “Cizzle Brands”), is pleased to announce it has closed the second and final tranche of its previously announced non-brokered private placement (the “Offering”), bringing total proceeds raised under the Offering to $4,501,682.

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Cizzle Brands announced the closing of an over-subscribed private placement for gross proceeds of approximately $4,500,000.

The Company is pleased to confirm that the Offering was over-subscribed, reflecting the strong and sustained investor interest in Cizzle Brands’ strategy and outlook.

John Celenza, Founder, Chairman and CEO of Cizzle Brands, commented: “This financing marks another important milestone for us as we continue to elevate the game in health and wellness and sports nutrition. Not only does it reflect investor confidence in our strategy with the Offering over-subscribed, it also demonstrates our team’s belief in our business with executives and employees investing over $500,000 in the round. We're focused, aligned, and energized to keep driving revenues while maintaining industry leading gross margins.”

The second tranche of the Offering consisted of 9,796,340 units of the Company (the “Units”) at a price of $0.36 per Unit, for aggregate gross proceeds of approximately $3,526,682. The first tranche of the Offering, which consisted of 2,708,331 Units at a price of $0.36 per Unit, for aggregate gross proceeds of $975,000, closed on Thursday, July 10, 2025.

Each Unit consists of one common share of the Company (each, a “Share”) and one share purchase warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.44 for a period of thirty-six months from the date of issuance.

The net proceeds from the Offering will be used primarily for working capital and general corporate purposes. Finders’ fees and referral fees, consisting of a cash fee of $20,088.00 and the issuance of 70,611 Units were paid to certain persons in respect of the Offering.

Insiders and employees of the Company subscribed for an aggregate of 258,905 Units and 1,255,556 Units, respectively, for gross proceeds of $93,205.80 and $452,000 under the Offering. Participation by insiders of the Company in the Offering constitutes a “related-party transaction” as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101, in each case because the fair market value of the Units is less than 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities 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 state securities laws, and, accordingly, may not be offered or sold within the United States, or 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, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Cizzle Brands Corporation

Cizzle Brands Corporation is a sports nutrition company that is elevating the game in health and wellness. Through extensive collaboration and testing with leading athletes and trainers across several elite sports, Cizzle Brands has launched two leading product lines in the sports nutrition category: (i) CWENCH Hydration™, a better-for-you sports drink that is now carried in over 3,000 locations in Canada, the United States, and Europe; and (ii) Spoken Nutrition, a premium brand of athlete-grade nutraceuticals that carry the prestigious NSF Certified for Sport® qualification. All Cizzle Brands products are designed to help people achieve their best in both competitive sports and in living a healthy, vibrant, active lifestyle.

For more information about Cizzle Brands, please visit: https://www.cizzlebrands.com/

For more information about CWENCH Hydration™, please visit: https://www.cwenchhydration.com

On behalf of the Board of Directors of the Company,

CIZZLE BRANDS CORPORATION

“John Celenza”

John Celenza, Founder, Chairman, and Chief Executive Officer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains "forward-looking information" within the meaning of applicable securities laws, which may include, but is not limited to, the intended use of the net proceeds of the Offering and the Company’s business plans and objectives. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company.

Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, financing, capitalization and liquidity risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250715691903/en/

Setti Coscarella
Head of Corporate Development
investors@cizzlebrands.com
1-844-588-2088

Source: Cizzle Brands Corporation