PTL Limited Announces $2.4M Registered Direct Offering Of 60M Class A Shares At A Price Of $0.04/Share

On December 4, 2025, PTL Limited (the "Company") entered into securities purchase agreements (the "Securities Purchase Agreements") with certain investors named thereto, each an unrelated third party to the Company (collectively, the "Purchasers"). Pursuant to the Securities Purchase Agreements, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 60,000,000 Class A ordinary shares, with no par value per share (the "Class A Ordinary Shares") of the Company, at a purchase price of US$0.04 per share, and for an aggregate purchase price of US$2,400,000 in a registered direct offering ("Registered Direct Offering").

The Class A Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-291441) (the "Registration Statement"), initially filed with the U.S. Securities and Exchange Commission (the "Commission") on November 12, 2025 and became effective on December 2, 2025 in accordance with the provisions of Section 8(a) of the Securities Act, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated December 9, 2025 (the "Prospectus Supplement"). The Securities Purchase Agreements, the transactions contemplated thereby, and the issuance of the Class A Ordinary Shares have been approved by the Company's board of directors.

The Company expects to receive approximately US$2,400,000 in gross proceeds from the issuance and sale of the Class A Ordinary Shares, before deducting estimated offering expenses. It expects the settlement thereof to occur in accordance with the terms of the Securities Purchase Agreements. The closing of the transactions contemplated by the Securities Purchase Agreements shall take place on the respective dates mutually agreed by the Company and the Purchasers. The Company intends to use the net proceeds from the Registered Direct Offering for vessel acquisition, working capital, and general corporate purposes.