Aduro Clean Technologies Announces Strategic Capital Raise
Aduro Clean Technologies Inc., a clean technology company using the power of chemistry to transform lower value feedstocks, like waste plastics, heavy bitumen, and renewable oils, into resources for the 21st century, today announced
An underwritten U.S. and Canadian public offering of 1,028,645 common shares at a price of US$15.20 per common share for gross proceeds to the Company, under the Public Offering, of US$15,635,404, before deducting underwriting discounts and Public Offering expenses.
A concurrent non-brokered private placement of up to 471,698 common shares at the Offering Price per common share for gross proceeds to the Company, under the LIFE Offering, of up to US$7,169,810, before deducting any finder’s fees and other LIFE Offering expenses, for aggregate gross proceeds to the Company of up to US$22,805,214, before deducting discounts, fees and other Offering expenses. Canaccord Genuity is acting as sole bookrunner for the Public Offering. In connection with the Public Offering, the Company entered into an underwriting agreement with Canaccord Genuity, as representative of the several underwriters in the Public Offering.
Aduro intends to use the net proceeds from the Offering for expenditures related to the design, engineering and construction of first-of-a-kind demonstration-scale industrial plant, ongoing research and development costs and the remainder for general corporate purposes and working capital. The Public Offering is expected to close on or about June 11, 2026, subject to the satisfaction of customary closing conditions including the listing of the offered common shares on the Toronto Stock Exchange and the Nasdaq Capital Market and any required approvals of the TSX and Nasdaq. The Public Offering is not conditional on the closing of the LIFE Offering, and the LIFE Offering is not conditional on the closing of the Public Offering. The LIFE Offering is expected to close on or about the Closing Date, or such other date as the Company may determine, and, in any event, on or before a date not later than 45 days after the date hereof. The LIFE Offering may close in one or more tranches.
The Public Offering is being made pursuant to an effective shelf registration statement on Form F-10, as amended, previously filed with the U.S. Securities and Exchange Commission on December 15, 2025 and became effective upon filing, and the Company’s Canadian short form base shelf prospectus dated December 15, 2025 and an accompanying prospectus supplement to the Base Shelf Prospectus.
The Base Shelf Prospectus relating to the Public Offering and describing the terms thereof has been filed with the securities regulatory authorities in British Columbia and Ontario and with the SEC in the United States and is available for free by visiting the Company’s profiles on the SEDAR+ website maintained by the Canadian Securities Administrators at sedarplus or the SEC’s website at sec, as applicable. The Prospectus Supplement will be filed with the securities regulatory authorities in British Columbia and Ontario and the SEC. Copies of the Final Prospectus may be obtained, when available, at the SEC’s website at sec or from Canaccord Genuity LLC.
Before you invest, you should read the Final Prospectus and other documents the Company has filed or will file with the with the securities regulatory authorities in British Columbia and Ontario and the SEC, for more complete information about the Company and the Offering.
The LIFE Offering is being made to purchasers resident in all provinces of Canada, except Québec, pursuant to the listed issuer financing exemption from the prospectus requirement available under Part 5A of National Instrument 45-106 – Prospectus Exemptions and Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators. Subject to compliance with the terms of the LIFE Exemption, the common shares offered under the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. In addition, the LIFE Shares may be offered for sale on a private placement basis pursuant to available exemptions from the registration or prospectus requirements to investors resident in certain other jurisdictions outside of Canada and the United States; provided it is understood that the Company will not be required to register or make any filings in such jurisdictions.
The Company anticipates certain insiders of the Company may participate in the LIFE Offering. Any participation in the LIFE Offering by insiders constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. However, the Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact neither the fair market value of the LIFE Shares subscribed for by the insiders, nor the consideration for the LIFE Shares paid by such insiders, would exceed 25% of the Company’s market capitalization as at the date of this press release.
The Company intends to rely upon the exemption set forth in Section 602.1 of the TSX Company Manual in connection with the Offering, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. None of the LIFE Shares will be registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States absent registration or an exemption from registration.
All amounts in this press release are in United States dollars unless otherwise indicated. All foreign exchange calculations set forth in this press release is based on the exchange rate posted by the Bank of Canada on June 9, 2026 of US$1 = C$1.3947.
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