Mr. John Gildea reports

SHELFIE ANNOUNCES AMENDMENTS TO PREVIOUSLY ANNOUNCED ACQUISITION OF ASPECT

Shelfie-Tech Ltd. has made amendments to its previously announced acquisition (see news release dated May 4, 2026) of a majority interest in Aspect Information Systems Ltd. from its sole shareholder. Following closing, on the amended terms, expected to occur on or about Nov. 4, 2026, Shelfie will hold 70 per cent of Aspect's share capital on a fully diluted basis.

Under the amended terms, the total consideration payable to the Aspect shareholder will consist of $1,582,140 (U.S.), of which $1,232,140 (U.S.) will be satisfied by way of a cash payment and the remaining balance of $350,000 (U.S.) will be satisfied through the issuance of 269,231 common shares in the capital of Shelfie with an agreed aggregate value of $350,000 (U.S.) ($410,769 (Canadian)), representing a per-share value of $1.78 (Canadian). The shares will be subject to a statutory hold period of four months and one day.

In addition to payment of the total shareholder consideration, Shelfie will provide Aspect with a convertible loan in an amount of $595,000 (U.S.) in lieu of its previously negotiated $850,000 (U.S.) equity investment commitment. The obligation to advance the loan supersedes and replaces Shelfie's previously negotiated investment commitment of $850,000 (U.S.), without any obligation to fund the difference. It is expected that $170,000 (U.S.) of the loan will be advanced at closing, with the remaining $425,000 (U.S.) of the loan to be advanced by Jan. 31, 2027. The loan bears interest at the minimum rate required by applicable Israeli law and matures on the earlier of Jan. 1, 2031, and the date the Aspect shareholder ceases to hold Aspect shares. At maturity, Shelfie may elect repayment or conversion into Aspect shares based on a $3,324,471.30 (U.S.) premoney fully diluted valuation, or agree an extension with Aspect. In the absence of a maturity notice or an agreed extension, the loan automatically converts.

In connection with the acquisition, Shelfie has agreed to pay a cash finder's fee to Rafael Yam equal to the lesser of 50 per cent of his total fee and 100,000 Israel shekels. Shelfie also agreed to finance $60,000 (U.S.) of Aspect and the Aspect shareholder's transaction-related legal fees. Except as provided herein, the other material terms of the acquisition a remain unchanged.

Aspect and the Aspect shareholder are arm's-length parties to the company (see news release dated May 4, 2026).

The transaction qualifies as a significant acquisition pursuant to Part 8 of National Instrument 51-102, Continuous Disclosure Obligations.

About Aspect Information Systems Ltd.

Aspect operates in the business intelligence and data analytics space, providing data-driven solutions for the retail sector based on its propriety AI machine learning technology. Aspect has developed capabilities in gathering and analyzing retail data and generating actionable insights. Aspect shares Shelfie's product philosophy and commitment to innovation in the rapidly growing shelf inventory management technological solutions for the retail industry category.

About Shelfie-Tech Ltd.

Shelfie-Tech is an AI-driven retail intelligence company transforming data into actionable insights and measurable business results. By combining advanced BI, predictive analytics and AI-powered execution, Shelfie-Tech empowers retailers to optimize operations, improve decision-making and drive profitability.

We seek Safe Harbor.