Jones Soda Co. Announces Closing of Private Placement

Jones Soda Co. Announces Closing of Private Placement

SEATTLE , Aug. 6, 2026 /PRNewswire/ -- Jones Soda Co. ("Jones Soda" or the "Company") (CSE: JSDA) (OTCQB: JSDA ) is pleased to announce that it has closed the first tranche of its previously announced Canadian non-brokered private placement (the "Offering") of 606,530 units of the Company (each, a "Unit") at a price of US$0.33 per Unit for aggregate gross proceeds of approximately $200,155.

Each Unit is composed of: (i) one (1) common share in the capital of the Company (each, a "Common Share"); and (ii) one‐half (1/2) of one Common Share purchase warrant (each whole warrant, a " Warrant "). Each whole Warrant will entitle the holder thereof to purchase one Share (each, a "Warrant Share") at an exercise price of US$0.45 per Warrant Share for 36 months following the completion of the Offering (the "Expiry Time").

If at any time prior to the Expiry Time, the closing trading price of the underlying Common Shares on either the OTCQB Venture Marketplace or other stock exchange or over-the-counter market in the United States where the Common Shares are then trading, exceeds US$0.47 (provided that such price shall be adjusted in the same manner as the Exercise Price as provided for in the terms of the Warrants) for a period of five consecutive trading days, the Company may deliver a notice to the holders of outstanding Warrants (an "Acceleration Event") accelerating the Expiry Time of the Warrants to the date that is 30 calendar days following the date of such notice (the "Accelerated Exercise Time"), and if an Acceleration Event occurs, any unexercised Warrants will automatically expire at the end of the Accelerated Exercise Time.

The Company intends to use the net cash proceeds of the Offering to support growth and for general corporate purposes. Insiders participated in $100,000 of this tranche. The CFO of the Company participated in this tranche.

The Units and the underlying securities issued pursuant to the Offering will be subject to a four-month plus one day hold period from closing of the Offering in accordance with applicable securities legislation and completion is subject to receipt of applicable regulatory approvals, including the approval of the Canadian Securities Exchange ("CSE").

Important Notice

This press release is being issued in compliance with the disclosure requirements of the Canadian Securities Exchange and is directed solely to persons in jurisdictions in which the distribution of this information is not prohibited or restricted by law. No securities regulatory authority has approved or disapproved of the contents of this new release.

None of the Units, nor the underlying Common Shares and Warrants that were offered and sold in the Offering were registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") at the time of the Offering, however, such Common Shares issued in the Offering and the Common Shares underlying the Warrants include registration rights. None of the securities issued in the Offering or any underlying securities may be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements. This press release is intended for informational purposes and shall not constitute an offer to sell, or a solicitation of an offer to purchase, these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Jones Soda Co.

Jones Soda Co.® (CSE: JSDA, OTCQB: JSDA ) is a leading craft soda manufacturer. The Company markets and distributes premium craft sodas under the Jones® Soda brand. Jones' mainstream soda line is sold across North America in glass bottles, cans and on fountain through traditional beverage outlets, restaurants and alternative accounts. The Company is headquartered in Seattle, Washington. For more information, visit www.jones...