FOBI AI Inc. Announces Proposed Private Placement and BCSC Order

Article content

VANCOUVER, British Columbia, Dec. 27, 2024 (GLOBE NEWSWIRE) — FOBI AI (FOBI:TSXV) (FOBIF:OTCQB) ((phobia“or”a company“”) announces that it has filed an application with the primary regulator, the British Columbia Securities Commission (“BCSC“”, for the partial cancellation order (“””).Partial cancellation order“”) of persistent failure to submit a stop-trade order (“Affecto“) requested by BCSC on November 1, 2024, in order to consummate the non-brokered private placement offering (“Proposed offer“) of 56,114,400 units of the company (“Units“) for one subscriber”Subscriber“) at a price per unit of $0.04 for gross proceeds of $2,244,576 on a prospectus-exempt basis. Each unit consists of one common share in the capital of the Company (“A”Unit share“) and one common stock purchase warrant (“lonliness
note“), each exercisable to purchase one additional common share in the capital of the Company at a price of $0.06 per share for a period of two years from the closing date of the proposed offering.

Article content

Article content

Article content

The proceeds from the proposed offering will be used to file the company’s outstanding continuing disclosure documents, cover essential expenses, and then apply for full revocation of the FFCTO within a reasonable time, among other things. The Company intends to use the proceeds from the proposed offering as shown in the table below.

Article content

Article content

Notes:

1. Includes certain amounts payable in US dollars converted to Canadian dollars using the Bank of Canada exchange rate of US$1 to CAD1.4386 on December 24, 2024.

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

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

Upon the closing of the proposed offering, the subscriber is expected to own 19.99% of the Company’s issued and outstanding common stock. Applicable disclosure required under National Instrument 62-103 – Early warning system and related acquisition issues and internal reports It will be included in the company’s press release announcing the closing of the proposed offering. A subscriber’s exercise of unit warrants will be prohibited if such exercise would result in the subscriber holding 20.0% or more of the issued and outstanding voting securities of the Company.

Completion of the Proposed Offer remains conditional on the grant of a partial rescission order by the BCSC, and approval of the Proposed Offer by the TSX Venture Exchange (“TSXV“), and the execution of the Subscription Agreement, among others.

Article content

The Company expects to submit (1) audited annual financial statements, management discussion and analysis, and related certifications for the year ending June 30, 2024 (“Annual deposits“), within 45 days of the closing of the proposed offering and (ii) the interim financial statements and management’s discussion and analysis and related certifications for the three months ended September 30, 2024, including the certifications thereof (“Temporary deposits“), within 15 days of annual filings, at which time the Company intends to apply for full rescission of the FFCTO.

About Phoebe

Founded in 2017 in Vancouver, Canada, Fobi is a leading AI and data intelligence company, providing companies with real-time applications to digitally transform and future-proof their organizations. Fobi enables companies to take action, leverage and monetize their customers’ data by enhancing personalized, data-driven customer experiences, and advances digital sustainability by eliminating the need for paper and reducing unnecessary plastic waste at scale.

Article content

Fobi works with some of the world’s largest organizations in retail, consumer packaged goods, insurance, sports and 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 the hospitality and tourism industry in Canada.

For more information, please contact:

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 rescission order, the intended use of the proceeds of the proposed offering, and the time required to complete the annual and interim filings. Deposits, and other data Featured by words such as “anticipates”, “may”, “could”, “plans”, “believes”, “estimates”, “anticipates”, “projects”, “goals”, “intends”, “likely” “will”, “should”, “would”, “potential” and other similar words or phrases or statements that some event or circumstance “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, but not limited to, market competition, the impact of general economic and industry conditions, competition, stock market fluctuations, and the approval requirements of the BCSC and the TSXV. And the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, they are based on factors and assumptions about future events that may prove 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 affect actual results or events and cause actual results or events to differ materially from those stated, projected or implied by the forward-looking statements. Among
key
factors
Which
He could
a reason
actual
results
to
Varies
physically
from
Those
Expected
in
the
The forward-looking information is the following: Fobi’s failure to obtain approval from the TSXV with respect to any future issuances of securities as required; and changes in volatile exchange rates, market conditions, market competition and other economic and market factors. This forward-looking information may be affected by risks and uncertainties in the Company’s business and the market
conditions. As such, readers are cautioned not to place undue reliance on forward-looking statements, as no assurance can be given regarding future plans, operations, results, levels of activity or achievements.

Article content

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, the Company undertakes no obligation to publicly update or revise any of the 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 assurance that the Company 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.

Article content