Fobi AI Announces Amendment to Asset Purchase Agreement with Wallet Communications SL

VANCOUVER, BC, April 25, 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 release dated October 18, 2023, it has entered into an amending agreement (the “Amending Agreement”) to the asset purchase agreement dated October 3, 2023 (the “APA”) between the Company and Wallet Communications SL (“WalletCom”).

Pursuant to the Amending Agreement, among other things, the Company and WalletCom have clarified that the upfront consideration payable to WalletCom pursuant to the APA shall comprise of an aggregate of 476,126 common shares in the capital of the Company (“Fobi Shares”) at a deemed price per Fobi Share of CAD$0.088 for aggregate upfront consideration of C$41,899.14, and the maximum number of Fobi Shares payable pursuant to the earn-out shall be 1,559,844 Fobi Shares. Additionally, at closing of the APA, it is expected that Fobi will assume approximately $475 in liabilities from WalletCom.

The Company and WalletCom continue to work diligently towards completion of the transactions contemplated under the APA and expect closing to occur on or about April 30, 2024, or such other date as may be determined by the Company and WalletCom. Completion of the transactions contemplated by the APA is subject to customary approvals including the approval of the TSX Venture Exchange (the “TSXV”). All Fobi Shares issued pursuant to the APA shall be subject to a hold period of four months and one day from the date of issuance thereof in accordance with applicable securities laws.

Fobi also announces, further to the Company’s April 19, 2023, press release of the Passworks Acquisition (“Passworks Release”), the Company has issued 770,421 common shares in the capital of the Company at a deemed price of $0.076 per Common Share to the registered holder of Sortido Cinzento, Unipessoal, LDA, as per the purchase agreement, for payment of the First Anniversary Shares (as defined in the Passworks Release). The First Anniversary Shares are subject to a statutory hold period and will become free trading as of four months and one day from the date of issuance.

This press release is available on the Fobi website.

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About WalletCom 

WalletCom is a European mobile wallet agency that provides leading communications and marketing technology to over 200 global customers, including Lacoste, Hyundai, and McDonald’s. With operations in Spain, France, Portugal, Chile, Peru, and Mexico, WalletCom specializes in communication and marketing technology and possesses extensive experience in mobile and digital marketing, loyalty programs, media, and customer relationship and data management. For more information, please visit wallet-com.com/.

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 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
Chief Executive Officer and Director

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This news release contains certain statements that constitute forward-looking statements or information, including statements regarding Fobi's business and technology; the ability of Fobi to engage with industry participants to achieve its goals; the development of Fobi's technology; and the viability of Fobi's business model. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Fobi's control, including the impact of general economic conditions, industry conditions, competition from other industry participants, stock market volatility, and the ability to access sufficient capital from internal and external sources. Although Fobi believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such 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. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity, or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, Fobi does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. Trading in the securities of Fobi should be considered highly speculative. There can be no assurance that Fobi will be able to achieve all or any of its 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.