Pelican AI Corp. (CSE:PEL) has outlined proposed share issuances involving approximately 2,500,000 common Shares at C$0.25 per Share, with the arrangements valued at approximately C$625,000. The company also reported that one legal dispute has been settled and that separate litigation involving Parth Desai and related parties remains unresolved.
#Proposed private placement and debt settlement
The proposed transactions include a non-brokered private placement of approximately 100,000 Shares at C$0.25 per Share for gross proceeds of approximately C$25,000. The subscriber had been left out of Pelican Canada Inc.'s subscription receipt offering, which closed on March 26, 2026, because of a clerical error. Pelican intends to apply the private placement proceeds toward general working capital.
The company also plans to address approximately C$600,000 of bona fide outstanding indebtedness by issuing approximately 2,400,000 Shares at a deemed price of C$0.25 per Share. Pelican said the arrangement is intended to preserve cash resources and improve its balance sheet.
The private placement investor and the creditors involved in the debt settlement are arm's length to the company. The final number of Shares will depend on the subscriptions accepted and the amount of indebtedness settled at closing. Pelican does not expect the proposed issuances to create a new control person.
#Conditions and securities restrictions
Completion of both proposed transactions remains subject to Canadian Securities Exchange approval and other customary closing conditions. The Shares are to be issued under applicable exemptions from Canadian prospectus requirements and will be subject to applicable statutory and Canadian Securities Exchange hold periods.
The company said the proposed transactions may not be completed on the terms outlined or at all. It also identified the possibility that required approvals may not be obtained, that the debt settled or number of Shares issued could change, and that the proceeds may not be used as currently intended.
The securities have not been and will not be registered under the U.S. Securities Act of 1933 or applicable state securities laws. They may not be offered or sold in the United States, or to or for the benefit of U.S. persons, unless the relevant registration requirements are met or an exemption is available.
#Litigation developments
Pelican said a dispute involving a former holder of a convertible promissory note originally issued by a company subsidiary has been settled. The claims brought against Pelican and its subsidiaries in that matter have also been resolved.
A separate case involving Parth Desai and related parties remains active. Pelican said a standstill arrangement connected with settlement discussions expired on July 15, 2026. A subsidiary filed a counterclaim in the ongoing New Jersey proceedings on July 27, 2026.
The company disputes the claims and intends to continue defending the proceedings while pursuing the relief sought through its counterclaim. No court has determined the merits of the claims or defences.
Pelican also disclosed that an application has been started in Ontario seeking the appointment of a receiver over Pelican Canada Inc. No receiver had been appointed as of September 4, 2026. The company said the litigation could adversely affect Pelican, Pelican Canada Inc. and the value of Pelican's securities, and noted that litigation outcomes are inherently uncertain.
#Company background and stated assumptions
The Pelican Group provides AI-driven solutions for payment processing and financial crime compliance. The company says the group has more than 25 years of experience, operates in over 55 countries and has processed more than one billion transactions across payment types and global banking standards.
Pelican's forward-looking information concerning the proposed transactions and litigation is based on assumptions that definitive subscription and debt-settlement agreements will be signed on the anticipated terms, the relevant indebtedness will remain outstanding at closing, the Canadian Securities Exchange will approve the issuances, and Pelican and its subsidiaries will successfully defend the disclosed proceedings.
The company identified additional risks including general economic and market factors, competition and other risks set out in its public disclosure documents. It cautioned that actual results may differ materially from the forward-looking information.
#Key Takeaways
- Pelican AI proposes issuing approximately 2,500,000 Shares at C$0.25 per Share through a private placement and debt settlement.
- The private placement involves approximately 100,000 Shares and gross proceeds of approximately C$25,000.
- Approximately C$600,000 of outstanding indebtedness is proposed to be settled through approximately 2,400,000 Shares.
- Completion remains subject to Canadian Securities Exchange approval and other customary closing conditions, with final issuance amounts determined at closing.
- One litigation matter has been settled, while proceedings involving Parth Desai remain ongoing and include a subsidiary counterclaim filed on July 27, 2026.
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