Fobi AI Announces Completion of 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 release dated February 28, 2024, it has completed a non-brokered private placement offering (the "Offering") of 7,603,569 units of the Company ("Units") at a price per Unit of $0.07 for aggregate gross proceeds of $532,250. 

Rob Anson, Chief Executive Officer of the Company commented “Raising funds in today's challenging market is no easy feat. I am deeply humbled and grateful for the overwhelming interest and support we have received for our listed issuer financing exemption (“LIFE”) offering. As we reached the maximum eligible investment, we received a couple of large orders that unfortunately couldn't be accommodated within the LIFE offering. Recognizing this demand, the parties involved approached us to explore the possibility of an additional private placement. The fact that we successfully completed our total investment eligible for the LIFE offering as well as a concurrent non-LIFE private placement, speaks volumes about the level of support and confidence in our Company’s direction and future. With this significant raise, we now find ourselves in a position of stronger financial strength, bolstered by a solid cash position and a promising run rate.”

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. 

All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from closing under applicable Canadian securities laws.

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

In connection with the closing of the Offering, the Company paid an aggregate of $14,420.00 in cash and issued 206,000 finder’s warrants (each, a “Finder’s Warrant”) pursuant to finder’s fee agreements with PI Financial Corp. and EMD Financial Inc., each an arm’s length finder. The Finder’s Warrants have the same terms as the Warrants.  

Insider Participation

Mr. Peter Green and Mr. Jeffrey Hyman, Directors of the Company, and Mr. Gavin Lee, the Chief Operating Officer of the Company (collectively, the “Insiders”), each participated in the Offering by acquiring 357,142 Units each in the case of Mr. Green and Mr. Hyman, and 714,285 Units in the case of Mr. Lee. As a result of the participation of the Insiders in the Offering, the Offering constitutes a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 

Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from obtaining a formal valuation and minority approval of the Company’s shareholders as the fair market value of each of the Insiders participation, individually, and in aggregate, in the Offering is below 25% of the Company’s market capitalization as determined in accordance with MI 61-101.

A material change report including details with respect to the related party transaction could not be filed less than 21 days prior to the closing of the Offering as the Company did not receive prior confirmation of such participation and the Company deemed it reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

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

This press release is available on the Fobi website.

To download the Fobi Investor Experience Wallet Pass to get enhanced access to investor information about Fobi, please visit our Investor Experience page.

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.