Ms. Liran Brenner reports

SUPERBUZZ ISSUES CORRECTION TO THE DEBT SETTLEMENT TRANSACTION THAT CLOSED ON JULY 8, 2024

Superbuzz Inc. is filing corrective disclosure of the company's continuous disclosure relating to the debt settlement transaction that closed on July 5, 2024.

Further to the company's press releases dated Feb. 21, 2024, June 3, 2024, and July 8, 2024, the company settled $1,199,298.66 of debt through the issuance of units and common shares in the capital of the company. Each unit was priced at three cents per unit and comprised one common share and one warrant. Each warrant entitles the holder thereof 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.

Dror Erez, being a 10 per cent securityholder of the company, was issued 7,583,393 units to settle his debt pursuant to the debt settlement transaction. However, Section 3.1 of TSX Venture Exchange Policy 4.3 (Shares for Debt) provides that non-arm's-length parties may only receive shares as settlement for debt and that warrants may not be issued in addition to share settlements where a non-arm's-length party is a creditor. Consequently, the insider should not have received units and should have only received common shares to settle their debt with the company. The company has taken corrective action to ensure compliance with TSX-V policies by cancelling the warrants that were issued to the insider pursuant to the debt settlement transaction.

The company disclosed in its press release dated June 3, 2024, that a total of 36,929,955 units were being issued to arm's-length creditors to settle $1,107,898.66 of debt and 3,046,667 common shares were being issued to non-arm's-length creditors to settle $91,400 of debt. After the correction, the company has issued (i) 10,630,060 common shares to non-arm's-length creditors to settle $318,901.79 of debt; and (ii) 29,346,562 units to arm's-length creditors to settle $880,396.87 of debt.

Related-party transaction

The correction 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 $227,501.79 of debt was settled with the insider 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 correction 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 correction on SEDAR+ less than 21 days prior to the closing of the correction because the company wished to immediately implement the correction to ensure compliance with TSX-V policies.

Early warning disclosure

Immediately before the debt settlement transaction, the insider held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 10,408,076 common shares and 107,290 restricted share units (RSUs) representing 25.95 per cent of all the issued and outstanding common shares on an undiluted basis and 26.14 per cent on a partially diluted basis.

In connection with the debt settlement transaction, the insider originally acquired 7,583,393 units. Following the completion of the debt settlement transaction, the insider held, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 17,991,469 common shares, 107,290 RSUs and 7,583,393 warrants representing 22.33 per cent of all the issued and outstanding common shares on an undiluted basis and 29.09 per cent on a partially diluted basis.

After the correction, the insider now holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 17,991,469 common shares and 107,290 RSUs, representing 22.33 per cent of all the issued and outstanding common shares on an undiluted basis and 22.43 per cent on a partially diluted basis.

The insider holds the common shares 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 the insider may deem appropriate. The insider 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.

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. The platform simplifies the user experience, allowing for advanced digital interaction that cuts back on manual tasks. Moreover, Superbuzz's AI platform intelligently responds to small- and medium-sized businesses' unique needs, making it an incredibly reliable and powerful tool for various applications.

We seek Safe Harbor.