FOBI Fobi AI Inc

FOBI AI Inc. (FOBI:TSXV) (FOBIF:OTCQB) (“Fobi” or the “Company”) announces that it has applied to its principal regulator, the British Columbia Securities Commission (“BCSC”), for a partial revocation order (the “Partial Revocation Order”) of the ongoing failure-to-file cease trade order (“FFCTO”) ordered by the BCSC on November 1, 2024, in order to complete a non-brokered private placement offering (the “Proposed Offering”) of 56,114,400 units of the Company (the “Units”) to a single subscriber (the “Subscriber”) at a price per Unit of US$0.04 for aggregate gross proceeds of US$2,244,576 on a prospectus exempt basis. Each Unit is comprised of one common share in the capital of the Company (a “Unit Share”) and one common share purchase warrant (a “Unit Warrant”), each of which is exercisable for the purchase of one additional common share in the capital of the Company at a price of US$0.06 per share for a period of two years from the date of the closing of the Proposed Offering.

The proceeds from the Proposed Offering will be used to file the outstanding continuous disclosure documents of the Company, cover essential expenses, and subsequently apply for a full revocation of the FFCTO within a reasonable time, among other things. The Company intends to use the proceeds of the Proposed Offering as described in the table below.

Description	Costs (C$)
Accounting, audit and legal fees Amounts past due of $321,755 Accruals and 3 month working needs of $363,450	$685,205
Regulatory and late filing fees Amounts past due of $74,101 Accruals and 3 month working needs of $35,000	$109,101
Payroll Amounts past due of $526,369(1) Accruals and 3 month working needs of $120,000	$646,369
Payroll CRA source deductions Amounts past due of $800,000 Accruals and 3 month working needs of $75,000	$875,000
US Internal Revenue Service payments owing	$143,860(2)
Accruals of $143,650(2)
BC employer tax Amounts past due of $511,171	$511,171
Essential operating expenses Amounts past due of $91,514 Accruals and 3 month working needs of $26,858	$118,372
Unallocated working capital and general and administrative expenses	$139,969
Total	$3,229,047(3)

Notes:

1.Includes certain amounts payable in U.S. dollars converted to CAD using Bank of Canada exchange rate of 1 USD to 1.4386 CAD on December 24, 2024.

2.US$100,000 converted to CAD using Bank of Canada exchange rate of 1 USD to 1.4386 CAD on December 24, 2024.

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

On closing of the Proposed Offering, the Subscriber is anticipated to hold 19.99% of the issued and outstanding common shares of the Company. The applicable disclosure required under National Instrument 62-103 – The Early Warning System and Related Take Over Bid and Insider Reporting Issues will be included in the press release of the Company announcing the closing of the Proposed Offering. The exercise by the Subscriber 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 Offering remains conditional on the grant of the Partial Revocation Order by the BCSC, approval of the Proposed Offering by the TSX Venture Exchange (“TSXV”), and the execution of a subscription agreement, among other things.

The Company anticipates filing (i) audited annual financial statements, management’s discussion and analysis, and related certifications for the year ended June 30, 2024 (“Annual Filings”), within 45 days of the closing of the Proposed Offering and (ii) interim financial statements, management’s discussion and analysis, and related certifications for the three months ended September 30, 2024, including certifications thereto (“Interim Filings”), within 15 days of the filing of the Annual Filings, at which time the Company intends to apply for a full revocation of the FFCTO.

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.

For more information, please contact:

Fobi AI Inc.		Fobi Website: www.fobi.ai
Rob Anson, CEO		Facebook: @ Fobiinc
T : +1 877-754-5336 Ext. 3		Twitter: @ Fobi_inc
E: ir@fobi.ai		LinkedIn: @ Fobiinc

Forward Looking Statements/Information:

This news release contains certain statements which constitute forward-looking statements or information, including statements regarding the terms of the Proposed Offering, the Partial Revocation Order, the intended use of the proceeds of the Proposed Offering, the time to complete the Annual Filings and Interim Filings, and other statements characterized by words such as “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be”, “potential” and other similar words, or statements that certain events or conditions “may”, “should” or “will” occur. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including, without limitation, market competition, the impact of general economic and industry conditions, competition, stock market volatility, BCSC and TSXV approval conditions, and the ability to access sufficient capital from internal and external sources. Although the Company 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: Fobi not receiving approval of the TSXV with respect to any future issuances of securities as required; and changes to 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 business of the Company and market conditions. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, and 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, the Company 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 the Company should be considered highly speculative. There can be 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.