Aduro Clean Technologies Announces Private Placement of up to $2.5 Million

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

LONDON, Ontario, May 31, 2024 (GLOBE NEWSWIRE) -- Aduro Clean Technologies Inc. (“Aduro” or the “Company”) (CSE: ACT) (OTCQX: ACTHF) (FSE: 9D50), a Canadian technology company using the power of chemistry to transform lower value feedstocks, like waste plastics, heavy bitumen, and renewable oils, into resources for the 21^st century, is pleased to announce a non-brokered private placement consisting of a minimum of 1,538,462 units of the Company (each, a “Unit”) and a maximum of 1,923,080 Units, at a price of $1.30 per Unit, for gross proceeds of a minimum of $2,000,001 and a maximum of $2,500,004 (the “LIFE Offering”).

Each Unit will consist of one (1) common share in the capital of the Company (each, a “Common Share”) and one-half (1/2) of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one (1) Common Share (each, a “Warrant Share”) at a price of $1.60 per Warrant Share for a period of two (2) years, provided that if the Common Shares have a closing price on the Canadian Securities Exchange (the “CSE”) (or such other securities exchange on which the Common Shares may be traded at such time) of $1.90 or greater per Common Share for a period of ten (10) consecutive trading days at any time after the issuance of the Warrants, then the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the Warrants) and, in such case, the Warrants will expire on the thirtieth (30^th) day after the date of such notice.

There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.adurocleantech.com. Prospective investors should read the LIFE Offering Document before making an investment decision.

As disclosed in the Offering Document, the Company intends to use the net proceeds from the LIFE Offering to fund their research and development of the Company’s chemical recycling technologies and for general administrative and working capital expenses.

The Units offered as a part of the LIFE Offering shall be offered to purchasers resident in all provinces of Canada, including Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions to Canadian resident investors pursuant to applicable Canadian securities laws.

The LIFE Offering is anticipated to close on or about June 14, 2024, or such later date as the Company may determine. The closing is subject to certain conditions including, but not limited to, a minimum of $2,000,001 in gross proceeds being raised by the LIFE Offering and the receipt of all necessary regulatory and other approvals, including the Company’s completion of its filing obligations under the policies of the CSE.

As disclosed in the Offering Document, the Company may pay finder’s fees under the LIFE Offering as permitted by CSE policy and applicable securities laws.

None of the securities sold in connection with the LIFE Offering will be registered under the United States Securities Act of 1933, as amended, and none of these securities may be offered or sold in the United States. This news 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.

For further information, please contact:

Ofer Vicus, CEO
ovicus@adurocleantech.com

Abe Dyck, Investor Relations
ir@adurocleantech.com
+1 226 784 8889

Arrowhead
Thomas Renaud, Managing Director
enquire@arrowheadbid.com
+1 212 619 6889

Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the Company completing the Offering as planned, the intended use of proceeds of the Offering, the closing conditions of the Offering, the CSE approval of the Offering and the anticipated closing date of the Offering. The forward-looking statements reflect management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements including: the Company may not complete the Offering as proposed; the CSE may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; adverse market conditions and other factors beyond the control of the parties. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include general market conditions and other factors beyond the control of the Company. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

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