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 a non-brokered private placement financing (the
“
Offering”) of up to 13,636,363 units of the
Company (“
Units”) at a price per Unit of C$0.22
for aggregate gross proceeds of up to approximately C$3,000,000.
Each Unit shall consist of one (1) common share in the capital of
the Company (a “
Common Share”) and one-half of one
(1/2) common share purchase warrant (each whole warrant, a
“
Warrant”). Each Warrant shall be exercisable to
acquire one (1) additional common share in the capital of the
Company at an exercise price of C$0.30 until the earlier of: (i)
thirty-six (36) months from the date of issuance of the Warrants;
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 $0.50 following the closing of the Offering (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.
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) and/or other
qualifying jurisdictions pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 (the “Listed Issuer
Financing Exemption”). Because the Offering is being
completed pursuant to the Listed Issuer Financing Exemption, the
securities issued under the Offering will not be subject to a hold
period pursuant to applicable Canadian securities laws.
There is an offering document related to the
Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company’s website at www.fobi.ai.
Prospective investors should read this offering document before
making an investment decision.
The Company may engage one or more agents or
finders in connection with the Offering and may pay such parties
fees as may be agreed between the Company and such parties.
The Company intends to use the net proceeds of
the Offering for 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 September 1, 2023, 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 by 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.
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 AIFounded 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”
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 |
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 including 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 material adverse manner, and that
financing will be available if and when needed and on reasonable
terms. Such forward looking information or statements reflects the
Company’s views with respect to future events and is 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) accept responsibility for the
adequacy or accuracy of this release.
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