FOBI AI Inc. Announces Proposed Private Placement and BCSC

Vancouver, British Columbia, December 27, 2024 (GLOBE NEWSWIRE) — FOBI AI Inc. (FOBI: TSXV) (FOBIF: OTCQB) (“Fobi» or the “Business“) announces that it has filed an application with its primary regulator, the British Columbia Securities Commission (“BCSC), for a partial revocation decision (the “Partial revocation order“) of the current cease-trade order for failure to file (“FFCTO“) ordered by the BCSC on November 1, 2024, in order to carry out a private placement without a broker (the “Offer proposed“) of 56,114,400 units of the Company (the “Units“) to a single subscriber (the “Subscriber“) at a price per unit of US$0.04 for total gross proceeds of US$2,244,576, exempt from prospectus. Each unit is made up of one ordinary share of the capital of the Company (a “Action Unit“) and a common share purchase warrant (a “Unit Ensure), each of which is exercisable to purchase one additional common share in the capital of the Company at a price of US$0.06 per share for a period of two years from the closing date of the proposed offering.

Proceeds from the proposed offering will be used to file the Company’s outstanding continuous disclosure documents, cover essential expenses and, subsequently, seek full revocation of the FFCTO within a reasonable period of time, among other things. The Company intends to use the proceeds from the proposed offering as described in the table below.

Remarks :

1.Includes certain amounts payable in US dollars converted to CAD using the Bank of Canada exchange rate of 1 USD to 1.4386 CAD on December 24, 2024.

2. US$100,000 converted to CAD using the Bank of Canada exchange rate of 1 USD to 1.4386 CAD on December 24, 2024.

3. Based on proceeds of US$2,244,576 using the Bank of Canada exchange rate of 1 USD to 1.4386 CAD on December 24, 2024.

Upon closing of the proposed offering, the subscriber is expected to own 19.99% of the issued and outstanding common shares of the Company. Applicable information required under Regulation 62-103 – The Early Warning System and Issues Related to Takeover Bids and Insider Reporting will be included in the Company’s press release announcing the closing of the proposed offering. The exercise by the subscriber of unit subscription warrants will be prohibited if such exercise would cause the subscriber to hold 20.0% or more of the issued and outstanding voting securities of the Company.

Completion of the proposed offering remains conditional upon the granting of the partial revocation order by the BCSC and approval of the proposed offering by the TSX Venture Exchange (“TSX Venture Exchange), and the signing of a subscription contract, among others.

The Company expects to file (i) audited annual financial statements, management’s discussion and analysis and related certifications for the year ended June 30, 2024 (“Annual deposits“), within 45 days following the closing of the Proposed Offer and (ii) the interim financial statements, management’s discussion and analysis and related certifications for the quarter ended September 30, 2024, including certifications relating thereto ( “Intermediary deposits“), within 15 days of filing the annual filings, at which time the Company intends to request full revocation of the FFCTO.

About Fobi

Founded in 2017 in Vancouver, Canada, Fobi is a leading AI and data intelligence company that provides businesses with real-time applications to digitally transform and future-proof their organizations. Fobi enables businesses to harness, leverage and monetize their customer data by delivering personalized, data-driven customer experiences, and promotes digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale .

Fobi works with some of the world’s largest organizations in retail and FMCG, insurance, sports and entertainment, casino gaming and much more. Fobi is a recognized leader in data technology and intelligence in North America and Europe, and is the largest data aggregator for the hospitality and tourism sector in Canada.

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Forward-looking statements/information:

This press release contains certain statements that constitute forward-looking statements or information, including statements regarding the terms of the proposed offering, the partial revocation order, the anticipated use of proceeds from the proposed offering, the timing for making annual and intermediate deposits. Filings and other declarations characterized by words such as “anticipates”, “may”, “can”, “plans”, “believes”, “estimates”, “expects”, “projects”, “targets”, “intends of”, “likely”, “will”, “should”, “be”, “potential” and other similar words, or statements that certain events or conditions “may”, “should” or “will” occur. These forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including, without limitation, market competition, the impact of general economic and industry conditions, competition , stock market volatility, BCSC and TSXV approval conditions. , and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations contained in its forward-looking statements are reasonable, they are based on factors and assumptions regarding future events that may prove to be inaccurate. These factors and assumptions are based on currently available information. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Among the key factors that could cause real results has differ materially Since those projected In THE forward-looking information is as follows: Fobi has not received approval from the TSXV with respect to future issuances of securities as required; and changes in volatile currency exchange rates, market conditions, market competition and other economic and market factors. This forward-looking information may be affected by risks and uncertainties relating to the Company’s business and the market. terms. As such, readers are cautioned not to place undue reliance on forward-looking statements, as no assurance can be provided as to future plans, operations and results, levels of activity or achievements.

The forward-looking statements contained in this press release are made as of the date of this press release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any included forward-looking statements. , whether as a result of new information, future events or otherwise. The forward-looking statements contained herein are expressly qualified by this cautionary statement. Trading in the Company’s securities should be considered highly speculative. There is no guarantee that the Company will be able to achieve all or part of the proposed objectives.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.