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VANCOUVER, BC, Feb. 28, 2024 (GLOBE NEWSWIRE) -- 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 that, further to its press release dated February 28, 2024, it has completed a non-brokered private placement offering (the "Offering") of 7,603,569 units of the Company ("Units") at a price per Unit of $0.07 for aggregate gross proceeds of $532,250. 

Rob Anson, Chief Executive Officer of the Company commented “Raising funds in today's challenging market is no easy feat. I am deeply humbled and grateful for the overwhelming interest and support we have received for our listed issuer financing exemption (“LIFE”) offering. As we reached the maximum eligible investment, we received a couple of large orders that unfortunately couldn't be accommodated within the LIFE offering. Recognizing this demand, the parties involved approached us to explore the possibility of an additional private placement. The fact that we successfully completed our total investment eligible for the LIFE offering as well as a concurrent non-LIFE private placement, speaks volumes about the level of support and confidence in our Company’s direction and future. With this significant raise, we now find ourselves in a position of stronger financial strength, bolstered by a solid cash position and a promising run rate.”

Each Unit consists of one (1) common share in the capital of the Company (a “Common Share”) and one (1) common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one (1) additional Common Share at an exercise price of C$0.14 until the earlier of three (3) years from the date of issuance; 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 $0.21 following the date of issuance thereof (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.

All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from closing under applicable Canadian securities laws.

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.

In connection with the closing of the Offering, the Company paid an aggregate of $14,420.00 in cash and issued 206,000 finder’s warrants (each, a “Finder’s Warrant”) pursuant to finder’s fee agreements with PI Financial Corp. and EMD Financial Inc., each an arm’s length finder. The Finder’s Warrants have the same terms as the Warrants.  

Insider Participation

Mr. Peter Green and Mr. Jeffrey Hyman, Directors of the Company, and Mr. Gavin Lee, the Chief Operating Officer of the Company (collectively, the “Insiders”), each participated in the Offering by acquiring 357,142 Units each in the case of Mr. Green and Mr. Hyman, and 714,285 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.

The Offering is subject to the final approval of the TSXV.

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.

None of the securities of the Company including those issued or issuable pursuant to the Offering have been, or will 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.

About Fobi AI

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.