Fobi AI Announces Shares for Debt Arrangement & Strategic Private Placement

Not for distribution to U.S. news wire services or dissemination in the United States

VANCOUVER, BC, June 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, advises it has completed a shares-for-debt transaction with certain arm’s length creditors to the Company.  The Company has settled $209,750 in outstanding debt in exchange for the issuance of 2,996,428 common shares of the Company (“Shares”) at a price of $0.07 per Share (the “Debt Settlement”), all of which are subject to a statutory hold period of four months in accordance with applicable securities laws. No finder’s fees or commissions were paid in connection with the Debt Settlement. The Debt Settlement is subject to the final approval of the TSX Venture Exchange (the “TSXV”).

The Company is also pleased to announce a non-brokered private placement financing (the “Offering”) of up to 15,000,000 units of the Company (“Units”) at a price per Unit of USD$0.10 for aggregate gross proceeds of up to USD$1,500,000. Each Unit shall consist of one (1) Share and one (1) Share purchase warrant (each, a “Warrant”). Each Warrant shall be exercisable to acquire one (1) additional Share at an exercise price of USD$0.20 until thirty-six (36) months from the date of issuance of the Warrants. 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units issuable pursuant to the Offering will be offered for sale to purchasers resident in Canada (other than Quebec), the United States and/or other qualifying jurisdictions.

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.

The closing of the Offering is expected to occur on or about July 3, 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. 

The securities of the Company have not been, and will not 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

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.