VANCOUVER, British Columbia, January 24, 2023 - FOBI AI Inc. (TSXV: FOBI) (OTCQB: FOBIF) (the "Company" or "FOBI"), an industry leader in harnessing AI and data intelligence to enable digital transformation is pleased to announce that it has completed a non-brokered private placement offering (the "Offering") of 4,723,946 units of the Company ("Units") at a price per Unit of $0.175 for aggregate gross proceeds of $826,690.55.
Each Unit consists of one (1) common share of the Company (a "Unit Share") and one-half of one (1/2) common share purchase warrant of the Company (each whole such warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) additional common share in the capital of the Company (a "Warrant Share") at an exercise price of $0.30 per Warrant Share at any time until 4:30 p.m. (Vancouver Time) on January 24, 2025.
The net proceeds from the Offering are expected to be used for general and corporate working capital purposes. All securities issued pursuant to the Offering will be subject to a statutory hold period ending on May 25, 2023.
In connection with the Offering, a finder’s fee of $21,875.01 was paid and 125,000 finder’s warrants (each, a “Finder’s Warrant”) were issued to an arm’s-length party. The Finder’s Warrants have the same terms as the Warrants.
FOBI CEO, Rob Anson stated: "We have put a great deal of focus and effort in executing and achieving our goal of turning cash flow positive in 2023. The business is gaining momentum and this small strategic raise gives us the ability to complete a couple of key strategic company initiatives. We have strong internal capital support which is a great asset as it enables the company to operate from a position of strength and keep shares in familiar friendly hands.”
Mr. Rob Anson and Mr. Gavin Lee, the Chief Executive Officer and Chief Operating Officer of the Company (the “Insiders”), each respectively participated in the Offering by acquiring 571,420 Units in the case of Mr. Anson, and 100,000 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.
This press release is available on the Fobi website.
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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. We enable businesses to action, leverage, and monetize their customer data by powering personalized and data-driven customer experiences, and drive 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.
Rob Anson, CEO and Director
T: 1-877-754-5336 Ext. 3
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.
Cautionary Note Regarding Forward-Looking Statements and Reader Advisory
Certain statements contained in this news release, including, but not limited to, statements with respect to the Offering, the use of proceeds from the Offering by the Company, among other things, and statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, may constitute forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding the Company’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.
These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable based on information available to it, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.
U.S. Securities Law Disclaimers
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.