Mr. Liran Brenner reports

SUPERBUZZ ANNOUNCES CLOSING OF SHARES FOR DEBT TRANSACTION

Superbuzz Inc. has closed its debt settlement transaction, settling an aggregate amount of $1,199,298.66 of debt, previously announced on Feb. 21, 2024, and June 3, 2024, through the issuance of 36,929,955 units to settle $1,107,898.66 of debt at a price of three cents per unit and 3,046,667 common shares at a price of three cents per common share to settle $91,400 of debt.

Each unit comprises one common share in the capital of the company and one warrant. Each warrant entitles the holder to acquire one common share for a period of 24 months from the closing date of the debt settlement at an exercise price of five cents per common share.

All securities issued in connection with the debt settlement transaction will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.

New control person

Following the completion of the debt settlement and pursuant to Policy 4.1 (Private Placements) of the TSX Venture Exchange corporate finance manual, Yoel Yogev, a resident of Yahalom St. 11, Shoham, Israel, became a new control person of the company.

Policy 4.1 states that a shareholder approval is required when a transaction results in a shareholder holding or controlling 20 per cent or more of an issuer's shares. Upon the completion of the debt settlement transaction, Mr. Yogev's ownership will exceed this threshold, making him a new control person under Policy 4.1.

To fulfil the requirements of Policy 4.1, the company received approval from 56 per cent of disinterested shareholders.

Related-party transaction

The debt settlement transaction constitutes a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transaction) because $91,400 of debt was settled with the insiders of the company. The company relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the debt settlement transaction does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the debt settlement on SEDAR+ less than 21 days prior to the closing of the debt settlement due to the fact that the company wished to close the debt settlement as soon as practicable to enable it to continue its business pursuits and reduce its liabilities.

Early warning disclosure

Prior to the debt settlement transaction, Mr. Yogev owned or had control or direction over, directly or indirectly, 1,333,333 common shares and 1,333,333 warrants, representing approximately 3.32 per cent of the then issued and outstanding shares of the company on an undiluted basis, and approximately 6.43 per cent of the then issued and outstanding shares of the company on a partially diluted basis.

In connection with the debt settlement transaction, Mr. Yogev acquired 19,000,033 units to settle $570,001 in debt owed to Mr. Yogev.

Following completion of the debt settlement transaction, Mr. Yogev now owns or has control or direction over, directly or indirectly, 20,333,366 common shares and 20,333,366 warrants, representing approximately 25.39 per cent of the issued and outstanding shares of the company on an undiluted basis and approximately 40.50 per cent of the issued and outstanding shares of the company on a partially diluted basis. Mr. Yogev holds the common shares and warrants for investment purposes and may evaluate such investment on a continuing basis and subject to various factors including, without limitation, the company's financial position, the price levels of the common shares, conditions in the securities markets and general economic and industry conditions, the company's business or financial condition, and other factors and conditions that Mr. Yogev may deem appropriate. Mr. Yogev may increase, decrease or change his ownership over the common shares or other securities of the company.

A copy of the early warning report with additional information in respect of the foregoing matters will be filed on SEDAR+ under the company's profile. For further information, including a copy of the early warning report required under applicable Canadian securities laws to be filed by the insider as a result of the debt settlement referred to in this press release, please contact Yoel Yogev at telephone 972-544-646-646.

About Superbuzz Inc.

Superbuzz is revolutionizing how people interact with technology. Its AI (artificial intelligence) platform leverages GPT-3 to automate many processes, including push notifications and content creation.

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