Mr. Liran Brenner reports
SUPERBUZZ ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF SPECIAL WARRANTS FOR GROSS PROCEEDS OF UP TO $750,000
Superbuzz Inc. has arranged a non-brokered private placement financing of special warrants of the company at a price of 16 cents per special warrant for gross proceeds of up to $750,000.
Each special warrant shall be automatically exchanged for units of the company upon satisfaction of the following conditions:
- Receipt of shareholder approval with respect to the consolidation (as defined below);
- Completion of the consolidation;
- Receipt of all corporate and regulatory approvals, including the approval of the TSX Venture Exchange, for the offering and the consolidation.
Each unit issued upon satisfaction of the exercise conditions shall consist of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant shall entitle the holder to purchase one common share for a period of 24 months from the closing date of the offering at the following exercise prices: (i) 22 cents per common share if exercised within the first 12 months from the closing date; and (ii) 28 cents per common share if exercised during the subsequent 12-month period.
The company shall use its reasonable best efforts to satisfy the exercise conditions. In the event that the exercise conditions are not satisfied on the date that is six months after the closing date, the special warrants shall be exchanged for units (issued on a non-consolidated basis) at a deemed issue price of 4.5 cents per unit. In this case, the exercise price of the warrants would be adjusted such that the warrants are exercisable for a period of 24 months from the closing date at the following exercise prices: (i) 5.5 cents per common share if exercised within the first 12 months from the closing date; and (ii) seven cents per common share if exercised during the subsequent 12-month period.
The net proceeds of the offering will be used for marketing and advertising the company's core platform to potential end-customers, for sales initiatives, for working capital, and for general corporate purposes. All securities issued in connection with the offering 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.
The offering remains subject to the company obtaining all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange.
The company also announces a proposed consolidation of the company's issued and outstanding common shares on the basis of one postconsolidation common share for four preconsolidation common shares. The company's shareholders will be asked to consider and, if deemed advisable, to pass a special resolution to effect the consolidation at the company's upcoming annual and special shareholders meeting, which is being held on Dec. 10, 2024. Additional information about the consolidation can be found in the company's management information circular dated Nov 5, 2024, which has been prepared in respect of the meeting. A copy of the circular has been filed under the company's issuer profile on SEDAR+. The completion of the consolidation remains subject to receipt of all necessary approvals, including shareholder approval and the approval of the TSX Venture Exchange.
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.
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