Fobi AI Announces Completion of Fully Subscribed Upsized Non-Brokered LIFE Offering & New Non-Brokered Placement

Not for distribution to United States newswire services or for dissemination in the United States.

VANCOUVER, BC, February 28, 2024, Fobi AI Inc. (FOBI:TSXV) (FOBIF:OTCQB) (the "Company" or "Fobi"), an industry leader in harnessing AI and data intelligence to enable digital transformation, is pleased to announce that, further to its press releases dated February 2, 2024, February 23, 2024 and February 26, 2024, it has completed the final closing of its previously announced fully-subscribed upsized non-brokered private placement pursuant to the listed issuer financing exemption (the “Listed Issuer Financing Exemption”) under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (the “LIFE Offering”). 

The second tranche of the LIFE Offering closed on February 28, 2024 (“Second Tranche”) and resulted in the issuance of 13,212,128 units of the Company (“Units”) at a price per Unit of C$0.07 for aggregate gross proceeds of $924,849. The total LIFE Offering was comprised of the issuance of an aggregate of 34,905,498 Units at a price per Unit of C$0.07 for aggregate gross proceeds of $2,443,384.94. 

Each Unit consists of one (1) common share in the capital of the Company (a “Common Share”) and one (1) common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one (1) additional Common Share at an exercise price of C$0.14 until the earlier of three (3) years from the date of issuance; and (ii) in the event the volume weighted average price of the Common Shares on the TSX Venture Exchange (the “TSXV”) for any continuous 10 trading day period meets or exceeds $0.21 following the date of issuance thereof (the “Acceleration Condition”), the date that is thirty (30) days following the issuance of a news release by the Company announcing the acceleration of the expiry of the Warrants, which such news release may be issued at any time following the trigger of the Acceleration Condition (the “Acceleration Right”). For avoidance of doubt, the Company shall not be obligated to exercise the Acceleration Right at any time. 

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the securities issued under the LIFE Offering are not subject to a hold period pursuant to applicable Canadian securities laws.

In connection with the Second Tranche, the Company paid certain finder’s fees in connection with finder’s fee agreements with Canaccord Genuity Corp, Haywood Securities Inc., PI Financial Corp., and EMD Financial Inc., each an arm’s length finder (the “Finders”). In connection with the closing of the Second Tranche, the Finders were paid an aggregate of $36,019.20 in cash and issued a total of 514,560 non-transferrable finder warrants (each, a “Finder Warrant”) Each Finder Warrant is exercisable to acquire one Common Share at an exercise price of $0.14 until February 28, 2027 or as otherwise accelerated as per the Acceleration Right. The Finder Warrants are subject to a hold period of four months from the date of issuance thereof.

The Company intends to use the net proceeds of the LIFE Offering for sales and marketing, product expansion and integration, market expansion, and general working capital and corporate expenses.

The Offering is subject to the final approval of the TSXV.

Non-LIFE Offering of Units

Due to additional interest, the Company is also pleased to announce a new non-brokered private placement offering of Units (the "Non-LIFE Offering"). The Non-LIFE Offering will be comprised of up to 7,603,569 Units of the Company  at a price per Unit of $0.07 for aggregate gross proceeds of $532,250. The Units offered in the Non-LIFE Offering will bear the same terms as that offered in the LIFE Offering except that all securities issued pursuant to the Non-LIFE Offering will be subject to a statutory hold period of four months and one day from closing under applicable Canadian securities laws.

The Company may engage one or more agents or finders in connection with the Non-LIFE Offering and may pay such parties fees as may be agreed between the Company and such parties.

The Company intends to use the net proceeds of the Non-LIFE Offering for sales and marketing, product expansion and integration, market expansion and general working capital and corporate expenses.

The closing of the Non-LIFE Offering is expected to occur on or about February 28, 2024, or such other date or dates as the Company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the TSXV. 

None of the securities of the Company including those issued or issuable pursuant to the LIFE Offering and Non-LIFE Offering have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press 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 referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release is available on the Fobi website.

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About Fobi AI
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 action, leverage, and monetize their customer data by powering personalized and data-driven customer experiences and drives digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale.

Fobi works with some of the largest global organizations across retail & CPG, insurance, sports & entertainment, casino gaming, and more. Fobi is a recognized technology and data intelligence leader across North America and Europe, and is the largest data aggregator in Canada's hospitality & tourism industry. 

On behalf of the Board of Directors of the Company

“Rob Anson”

Rob Anson

Chief Executive Officer and Director

For more information, please contact:

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking information or statements within the meaning of applicable securities laws, which may include, without limitation, statements relating to the terms and completion of the Offering, the use of proceeds of the Offering, the receipt of TSXV approval in respect of the Offering, the technical, financial and business prospects of the Company, its assets and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking information or statements. Although the Company believes the expectations expressed in such forward-looking information or statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking information or statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of inputs such as labour costs, the ability to achieve its goals, expected costs and timelines to achieve the Company’s goals, that general business and economic conditions will not change in a materially adverse manner, and that financing will be available if and when needed and on reasonable terms. Such forward-looking information or statements reflect the Company’s views with respect to future events and are subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to litigation and arbitration and the costs and timelines associated with the same, the potential for unexpected costs and expenses and those other risks filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking information or statements include, but are not limited to, the ability of the Company to complete the Offering on the terms described herein, including obtaining the requisite approval of the TSXV, continued availability of capital and financing and general economic, market or business conditions, failure to compete effectively with competitors, failure to protect the Company’s intellectual property, failure to maintain or obtain all necessary permits, approvals and authorizations, failure to comply with applicable laws, risks relating to unanticipated operational difficulties (including failure of equipment or processes, cost escalation, unavailability of personnel, materials and equipment, regulatory action or delays in the receipt of regulatory approvals, work stoppages or disturbances or other job action, and unanticipated events related to health, safety and other legal matters), decreases in demand for the Company’s products and services, the impact of COVID-19 or other viruses and diseases on the Company’s ability to operate, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to, the effects of COVID-19 on the price of inputs, capital market conditions, restriction on labour and international travel and supply chains, loss of key employees, consultants, or directors, increase in costs, delayed results, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

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.